SpiderMan Horror of the Goblin
by The Eagle
Summary: A fan's alternative script concept for first movie. Peter Parker struggles with college, taking care of his widowed aunt, and winning the love of his life; Gwen Stacy, all while battling the maniacal Green Goblin


SPIDER-MAN

A Fan Script

by  
  
William H Scott  
  
First Draft  
  
(Based on characters by Stan  
Lee and Steve Ditko)

FADE IN:  
  
EXT. NY CITY - DAY  
  
IN THE AIR  
  
We see various shots of NY City from an aerial perspective  
  
through MAIN THEME and opening credits.  
  
SPIDER-MAN'S P.O.V.  
  
We are "diving" and "flying" through skyscraper "canyons",  
  
(as if we are web-slinging through the city).  
  
DOWN BELOW  
  
We see a gang of THUGS running out of a shop.The Shop owner  
  
is in doorway, yelling.  
  
THUG 1  
Go! Go!  
  
THUG 2  
(laughs)  
Wooh hoo!  
  
SHOPKEEPER  
(pointing gun)  
Get back here!  
  
Thugs jump into car that pulls up abruptly and speeds off.  
  
UP ABOVE  
  
SFX: "SPIDER-SENSE"  
  
We see a shadowy half shot of a head and shoulder looking  
  
down on the action...  
  
CUT TO:  
  
INT. THE SPEEDING CAR.  
  
DRIVER  
(laughs smugly)  
Gotta be one of our best yet.  
  
THUG 1  
(from front seat)  
Shut up, we'll celebrate back at  
the "ranch", when we're in the  
clear.  
  
2.  
  
THUG 2  
(from back seat)  
Oh shit!  
  
THUG 3  
What?  
  
THUG 2  
Its him!  
  
THUG 1  
(sarcastically)  
_Him_... who?  
  
We see a shot of the driver's eyes looking fearfully in the  
  
rear view mirror.  
  
THUG 2  
The Web-Slinger!

CUT TO:  
  
EXT. CAR  
  
We see from the outside of the car as it speeds further  
  
still, squealing tires.  
  
SPIDER-MAN'S POV  
  
We are following the car in the air along with/as  
  
Spider-Man.

CUT TO:  
  
INT.CAR  
  
The thugs are yelling at each other.  
  
THUG 1  
Drive you idiot, lose him!  
  
DRIVER  
I'm trying... mother(fucker's)...  
(car horn drowns   
out last word.)  
fast as lightening.  
  
We now get a very real sense of the fear in these previously  
  
smug crooks. The car turns in to an alley...slows down and  
  
stops.  
  
THUG 3  
Where is he?!  
  
3.  
  
DRIVER  
We lost 'em!  
  
THUG 2  
I dunno man.  
  
There is a loud THUD on the car-roof. The thugs look at each  
  
other like "oh shit what the fuck?"  
  
SMASH!!!!! A fist comes through wind-shield, sending glass  
  
shattering…

FADE OUT

FADE IN

INT. THE DAILY BUGLE - DAY  
  
PETER PARKER walks through the office amidst hustle and  
  
bustle. Everyone seems to ignore him. He offers up a  
  
half-hearted wave to BETTY BRANT who responds with a blank  
  
stare and motions him in. We can't tell if she just thinks  
  
he's a geek, or if there might be some "history" there.  
  
Peter walks in to the Office of J JONAH JAMESON  
  
JAMESON  
(on phone)  
You'd have to ask Fisk that  
question...  
(chomps cigar and   
looks over)  
Parker! Its about time!  
(back on phone)  
Look, I'll call you later...yeah,  
I'll be there.  
(hangs up)  
Where you been Parker?!  
  
PETER  
I... uh...

JAMESON  
Probably playing your stupid video  
games or trying to jump stairways  
on a skate board.. I've seen  
MTV...bah you kids! Whattya got  
for me?  
  
Peter lays what looks like black and white photos on desk.  
  
Jameson looks over them for a few seconds with Peter  
  
nervously looking on.  
  
4.  
  
JAMESON (cont.)  
What is this crap kid?  
(slams them on   
desk)  
Spider-Man cavorting with some of  
his cronies. Big deal.  
  
Jameson tosses them one by one in trash can  
  
JAMESON (cont.)  
Where's photos of that web-headed  
weasel making off with the loot  
from the fish store?  
  
PETER  
Mr Jam---  
  
JAMESON  
Where's pictures of the 10 car  
pileup he caused?  
  
PETER  
Mr Jameson, if you'd let me--  
  
JAMESON  
I don't have time for this kid,  
now bring me some decent  
photos...or I never want to see  
your ugly mug in my office again?  
  
Understand?  
  
PETER  
Yessir Mr Jameson  
  
JAMESON  
Good... NOW GET OUT!!!!  
  
Door slams behind Peter as suddenly everyone notices him.  
  
Betty appears to soften...a little.  
  
5.  
  
BETTY  
(looking down at   
her work)  
Don't sweat it Parker, he's in one  
of his moods.  
  
PETER  
Really?  
(sarcastically)  
Boy, I couldn't tell any  
_difference_.

INT. EMPIRE STATE UNIVERSITY - DAY  
  
Peter walks sullenly through hall, bumping into a student  
  
who looks furiously behind him. Peter is oblivious. He then  
  
walks by GWEN STACY, a young blond coed who _definitely  
_  
notices him. She is standing next to FLASH THOMPSON, an  
  
athletic male in a varsity sweater with flame red hair.  
  
GWEN  
Peter Parker. As I live and  
breath. Hi.  
(smiles)  
  
PETER  
Hunh? Oh hi Gwen.  
(continues walking)  
  
Gwen looks confused, then slightly hurt and then a little  
  
miffed.  
  
FLASH  
(laughing heartily)  
Egghead sure left egg on your face  
sweetheart. harumph Don't know  
what Doc Connors sees in him.  
(calls out)  
LOSER!  
  
Gwen continues to stare at Peter, simply amazed at his  
  
"bland" greeting, as if anyone could resist her. HARRY  
  
OSBORN, A thin young man walks up.  
  
HARRY  
Lay off Flash.  
  
He gives Flash a slight push. Flash glares at Harry before  
  
6.  
  
breaking in to an evil smart ass grin.  
  
Gwen turns away from Flash in mock disgust. Harry runs after  
  
Peter.  
  
HARRY  
Hey Pete, wait up..Geez, you  
walk..  
(thinks to himself)  
[surprisingly] fast.  
  
He taps Peter on the shoulder.  
  
PETER  
Hi Harry.  
  
HARRY  
why the long face? You're not  
still hung up over that newspaper  
chick are ya?  
(smiles)  
  
PETER  
(stops)  
No, I just got a lot on my mind  
Harry. Sorry.  
  
HARRY   
Ya know...if you'd come down to  
earth once in a while Parker, you  
might notice some other fish in  
the sea, like that cute little  
blond you just dissed.  
  
Suddenly some life comes in to Peter Parker's face.  
  
PETER  
Gwen Stacy? She's waaay out of my  
league. No way a guy like me would  
stand a chance with her.  
  
HARRY  
Dude, she's hot, not Mary Jane hot  
of course, but definitely  
hot...and smart too. You two might  
have more in common then you  
realize.  
  
PETER  
Keep dreaming Harry. I stand about  
as much chance with Gwen, as you  
  
(MORE)  
  
7.  
  
PETER (cont'd)  
do with this Mary Jane. Besides...  
she's Flash's girl.  
  
HARRY  
(laughs)  
Yeah, and you aint exactly Flash's  
best bud, especially after you  
decked him that time in high  
school, after he broke your  
glasses. Still don't know how you  
lucked out on that one.  
(laughs again)  
  
That was classic, dude. Remember  
the look on Liz' face?  
  
PETER  
Luck, Harry, just dumb luck is  
all. Who knew Red had a glass jaw?  
  
Pete begins to cheer up slightly and we get a sense of his  
  
relationship with Harry and his ability to bring Pete's  
  
spirits up.  
  
HARRY  
Hey, but you know Flash, he's the  
love em and leave em type. If you  
play your cards right, you could  
be there, you know, to pick up the  
pieces when he moves on. Hey...  
you coming to "The 'Bean" after ?  
Buncha us gettin'; together. You  
can begin your _strategy_.  
  
PETER  
I dunno Harry, I got a lot of  
studying to do, besides Aunt May  
hasn't been feeling too well. I  
probably ought to go on home.  
(pause)  
You're lucky, your Dad never  
questions where you are or where  
you've been and you don't have to  
worry about him all the time.  
  
Harry gets strangely quiet for a second before the customary  
  
devilish grin returns.  
  
8.  
  
HARRY  
Come on bookworm. Live a little.  
Just drop by for a minute. Make an  
appearance. Out of sight is out of  
mind ya know. You only get so many  
shots at a gal like Gwen  
  
PETER  
Yeah, OK, whatever. Uh, this  
wouldn't happen to be because Gwen  
is friends with Mary Jane is it?  
(looks  
suspiciously)  
  
HARRY  
Always thinking Pal... Always  
thinkin'.  
(grins real big)  
Hey, I leave science to you nerds.  
Leave the "art of the deal" to me.  
  
PETER  
Yeah, whatever, "Donald Trump".  
You've been raving  
about her since the fourth grade,  
and I've yet to see proof she even  
exists.  
  
HARRY  
Oh, she exists alright. Just wait  
til you lay her eyes on her. Like  
a...goddess  
(stares longingly)  
But If you ever go near her...  
(straight faced)  
I'll kill you Pete.  
  
Harry's face breaks out in a big playful grin and Peter  
  
reluctantly chuckles.

INT. CLUB QUARTERS HOTEL - DAY  
  
In the swanky private meeting quarters of the exclusive  
  
Midtown Executives Club...Police CAPTAIN GEORGE STACY, is a  
  
tall, distinguished, yet rugged gentleman with white hair  
  
and a steely glare. He sips a drink and reads a newspaper.  
  
We see what he is reading briefly but can only make out  
  
_Osborn Industries_. He turns around to greet J Jonah Jameson.  
  
JAMESON  
Stacy, how goes it my good man.  
  
9.  
  
CAPTAIN STACY  
(grins)  
Hello Jonah.  
  
They shake hands and it seems Captain Stacy may be indulging  
  
the cantankerous newspaper publisher.  
  
CAPTAIN STACY (cont.)  
(pointing to   
newspaper)  
What's this about?  
  
We now see the strong, athletic older gentlemen cop is using  
  
a cane and walks with a slight limp.  
  
JAMESON  
Osborn? Bah...Partner trouble, or  
some such. MENDELL STROMM is a  
crook. He belongs behind bars.  
  
CAPTAIN STACY  
We'll see.  
  
They are interrupted as another distinguished gentlemen with  
  
a very serious face taps on his glass to get the attention  
  
of the room.  
  
NORMAN OSBORN is sturdy looking,late 40s, with reddish-brown  
  
hair and has a confident air.  
  
OSBORN  
Gentlemen! I would like to propose  
a toast. To  
new changes and a fresh new  
outlook at Osborn  
Industries.  
  
GENTLEMAN  
What...more money Norman?  
(laughs)  
  
Laughter from the room.  
  
OSBORN  
(menacing look and   
sly grin)  
Of course...always plenty of that  
to make.  
  
(MORE)  
  
10.  
  
OSBORN (cont'd)  
(laughs and lifts   
glass to Jameson)  
No, I have finally separated my  
self from a long time associate of  
mine, a man who cheated me...a man  
who tried to rob me. He has  
now...uh...been taken care of.  
(grins again)  
  
CLINKING of glasses and muttered congrats around.  
  
Norman smiles and gestures appreciation to the crowd. He  
  
then goes over and talks to someone and the crowd goes back  
  
to conversation  
  
JAMESON  
Ya see there Stacy, nothing to  
worry about. Sounds like he's got  
it all worked out.  
(takes sip)  
And he better, because I hear the  
board members are none too happy  
with recent developments. Stromm  
may be a crook, but he brilliant and very popular with  
the board.  
  
JJ turns around to see Norman behind him smiling.  
  
JAMESON  
Er..glad to hear everything is  
working out Norman.  
  
OSBORN  
Thank you Jonah... And I guess I  
should commend you on your...uh  
(sarcastically)  
excellent reporting on the subject.  
  
.  
  
Jameson forces an uncomfortable smile. Captain Stacy  
  
attempts to change the subject.  
  
CAPTAIN STACY  
So Norman, what sort of projects  
have you got lined up to tackle  
with your new outlook?  
  
Norman adjusts his intimidating gaze toward the Captain.  
  
11.  
  
OSBORN  
Well, in addition to the recent  
Government contracts, we are also  
completing work on a Revolutionary  
latex solution... almost like real  
skin they tell me.  
(changing subject)  
How rude of me. Captain Stacy, so  
tell me how is your lovely  
daughter? I've not seen her in so  
very long. She always was a pretty  
one.  
  
CAPTAIN STACY  
She's doing just fine. And Thank  
you Norman...for asking.I am  
indeed... very lucky.  
  
Jameson nods in agreement, thinking about his own son...  
  
INT. OSBORN INDUSTRIES - DAY  
  
Osborn Industries publicist DANIEL KINGSLEY, is talking to  
  
a group wearing military uniforms, and presenting a digital  
  
slide show. We see a large electronic slide of a winged  
  
flying apparatus. A simulated human figure is astride it. It  
  
has wings grooved like those of a bat.  
  
We join Kingsley in mid speech.  
  
KINGSLEY  
Project "War Eagle"...Ladies and  
Gentlemen...  
(motions to screen)  
the ultimate military vehicle,for  
the new millennium...an  
Individual-Military-Transport-Fighter...  
  
MILTARY VIP #2  
Looks like something Batman would  
use.  
  
Laughter from the crowd.  
  
CUT TO:  
  
we see a man's shoes and lower legs as he strides across the  
  
floor.  
  
12.  
  
KINGSLEY (O/S)  
(chuckles)  
Yes... well...I can assure you  
gentlemen, ladies...  
  
CUT TO:PRESENTATION  
  
KINGSLEY (CONT.)  
(sarcastically)  
"Batman" never had "toys" like  
_these_...  
  
CUT TO:  
  
More laughter as focus shifts back to the man and up to  
  
reveal the full back of Norman Osborn as he coldly,  
  
confidently strides past the group and enters what appears  
  
to be his office.  
  
The Office is immaculately decorated in rich hardwood  
  
furniture, with a noticeable green theme in the carpet and  
  
trimmings. Look closely and you can almost make out pictures  
  
of Harry and some woman..(.Mrs Osborn perhaps?) on an  
  
expensive looking credenza.  
  
Norman reaches for bottle of Scotch, when a man barges in...  
  
OSBORN  
(calmly as he   
pours drink)  
What is it MENKEN?  
  
DONALD MENKEN is in his late 30s with sandy brown hair and  
  
thick plastic glasses. He is Norman Osborn's right hand  
  
man...one he trusts completely. No one else would dare burst  
  
in unannounced.  
  
MENKEN  
The board is restless sir. All of  
this... distraction   
with Stromm, and the secrecy of  
the contracts...  
well. I don't know how long I can  
hold them off.  
  
They're asking questions. And...  
  
13.  
  
OSBORN  
And what?  
  
MENKEN  
There are the rumors of Stromm's  
involvement with...  
  
He pauses as if to choose words carefully.  
  
MENKEN (cont.)  
underworld types.  
  
OSBORN  
(laughs)  
The Kingpin?! Stromm may have been  
a double crossing worm with  
questionable connections,but not  
even he could rise to that level.  
Besides,there's no proof that this  
"Kingpin" actually exists.  
  
MENKEN  
But,,.the formula sir...what about  
the formula? What about those  
"ingredients"... the cost...If  
anyone were to...  
  
OSBORN  
(interrupting)  
Don't concern yourself with that  
Donald. Everything is under  
control. No one knows about the  
serum concept, and I have all of  
Stromm's notes. Which he is why he  
is no longer useful to me.  
(sinister smile)  
  
EXT. ALLEYWAY - DAY  
  
We see a male figure at waist level. It is shadowy and we  
  
can't make out who it is, or any s. It is of course  
  
Spider-Man. It Appears he is behind a building, or in an  
  
alley. He reaches behind an old garbage can and pulls out  
  
some sort of netted/mesh bag or sack. We see a shadow on the  
  
wall that appears to be changing clothes.  
  
SPIDER-MAN THEME (SUBTLE)  
  
14.  
  
CUT TO:  
  
INT. THE COFFEE BEAN - DAY  
  
Flash, Gwen and Harry are sitting at a table drinking  
  
coffee/cappuccino in a trendy coffee-shop/cafe near ESU  
  
campus.  
  
FLASH  
So Harry , where's your  
buddy...The Braniac?  
  
HARRY  
Aw, he'll show this time...I  
practically made him swear.  
  
GWEN  
What's with the mystery with this  
guy. Mr Parker is so Slim Shady.  
  
FLASH  
(looks at Gwen   
perturbed)  
Heyyy...why do you care? Besides  
he's just a weirdo, alright?  
  
HARRY  
Flash, Pete's a nice guy, once you  
get to know him... You'd know that  
if you weren't so busy being a  
jerk to him all the time...he's  
just shy, that's all.  
  
Harry pauses with a moment of self doubt.He wonders about  
  
his friend sometimes as well.  
  
GWEN  
(playfully)  
So... Harry, heard from MJ lately?  
  
15.  
  
HARRY  
(looking smug)  
As a matter of fact...she just  
might be coming by in a bit. I  
hope so anyway.  
(slight dejection)  
  
GWEN  
Well, ...  
(notices Peter  
walk in)  
hey look... if its not Mr Parker  
now. I don't believe my eyes.  
  
FLASH  
(TRYING to be nice)  
Hey, look what the cat dragged in.  
(smiles)  
  
GWEN  
(cheerfully)  
Hi Peter.  
  
Peter Parker walks in with shoulder bag, (looks like it can  
  
hold some books, a camera maybe). Peter walks right by the  
  
gang without so much a glance.  
  
Gwen's expression turns icy. Harry looks bewildered  
  
Peter walks over to a payphone,fumbles for change in both  
  
pockets and then makes a call.  
  
FLASH  
Whattya know. The little weasel  
ignored us all. Guess you were  
wrong about your friend Harr...  
he's a first class jerk.  
  
GWEN

Maybe he didn't see us. He's  
making a call. Maybe its  
important...an energency.  
  
HARRY  
(dumbfounded)  
I-I dunno...I just don't get it,  
but yeah, its probably an  
important call...maybe that job of  
  
(MORE)  
  
16.  
  
HARRY (cont'd)  
his with the Bugle or something.  
  
FLASH  
Yeah, well whatever, I'm outta  
here like yesterday's news. Let's  
hit the Park Gwen. Maybe we'll get  
lucky and see Spidey again on the  
way. Man, That dude is the  
coolest.  
(makes a mock,   
what we know to   
be web-shooting   
gesture)  
He _rocks_!  
  
HARRY  
OK, well, see ya guys.  
  
FLASH

(standing up)  
Come on Gwen.  
(pauses)  
Gwen?  
  
Gwen looks as if she would like to stay. She is definitely  
  
intrigued by this enigma...this Peter Parker.  
  
GWEN  
A-alright, ya big oaf...I'm comin'  
keep your cleats on. Sheesh.  
  
Gwen and Flash leave..Peter walks over and sits down with  
  
Harry.  
  
PETER  
Harry, how's it going'?  
  
HARRY  
Hey, you missed Gwendy.  
  
PETER  
Sorry, had to check on Aunt May.  
She's resting. I think she'll be  
asleep when I get home. Really  
hate I missed Flash though.  
(sarcastically)  
  
17.  
  
Suddenly the loud constant sound of a CAR HORN comes from  
  
outside the Cafe.Peter looks out window and sees a  
  
dark-ed (looks black), possibly a limo parked outside.  
  
Harry turns around and sees it too.  
  
HARRY  
Uh oh.  
  
PETER  
What?  
  
HARRY

Its my dad. Must be pissed about  
something  
  
Harry Gets up and walks outside. Peter follows him  
  
EXT. OUTSIDE  
  
A tinted backseat window slides down in a shiny DARK green  
  
Rolls Royce to reveal Norman Osborn  
  
OSBORN  
(sternly)  
Harry...get in.  
  
HARRY  
But Dad I---  
  
OSBORN  
(firmer)  
Get in.  
  
HARRY  
Alright Dad... first, this is my  
bud, Pete. The one I told ya  
about. Peter Parker... remember?  
  
Norman forces a smile and indulges his son, but for a  
  
second.  
  
OSBORN  
Parker hunh? Nice to meet you son.  
Lets go Harry  
  
PETER  
Nice to meet you too..sir  
  
18.  
  
He starts to offer hand, but sees there's not a chance in  
  
hell its going to be reciprocated.  
  
Harry gets in. (like a whipped puppy) The window goes up and  
  
the car drives off as Peter watches.  
  
INT. NORMAN'S CAR - DAY  
  
Norman and Harry are riding in back seat of Norman's Rolls  
  
Royce.  
  
HARRY  
What is is Dad? What's wrong?  
  
OSBORN  
Nothings wrong Harry. I just  
thought we might have dinner, a  
little father-son time, you and  
me.  
  
HARRY  
(surprised)  
Really? But we...  
  
OSBORN  
Well we are now. You know how busy  
I am son. Things are complicated  
at work and could become more so.  
I just wanted to take this  
opportunity to see how you were  
doing; you know..catch up.  
Besides, I have to work late  
tonight and then possibly go out  
of town.  
  
Harry smiles. He is not used to any attention from his Dad,  
  
though somewhat overbearing in , is rarely around.  
  
HARRY  
Well, there is this thing at  
school I w---  
  
OSBORN  
(interrupting)  
I don't know why you hang around  
that slacker Flash Thompson and  
  
(MORE)  
  
19.  
  
OSBORN (cont'd)  
his beatnik friends.Those are not  
the types to surround yourself  
with, if you want to become  
successful Harry.  
  
Harry's short-lived joy quickly leaves. Same old dad, he  
  
thinks.  
  
HARRY  
Dad...  
  
OSBORN  
Don't even try to argue with me  
son. Do you know at your age I...  
  
The car suddenly swerves,throwing Norman and Harry in to the  
  
side door.  
  
Sound of MACHINE GUN FIRE A full-size black SUV (most  
  
likely an Escalade) has pulled alongside the Rolls.  
  
OSBORN  
Eh?...Drive man!  
  
There is more GUNFIRE and sound of BULLETS hitting metal and  
  
glass.  
  
The DRIVER slumps down on the wheel...dead.  
  
OSBORN  
Regis!!!!!  
  
OUTSIDE THE CAR  
  
The car lurches out of control darting in a repeated s  
  
patterns, tires squealing  
  
There is the sudden distinct sound of a THWIP. A red and  
  
blue figure with super-human lightning speed darts through  
  
the air on a single silvery strand. We see a red gloved hand  
  
and two fingers compress to make contact with a certain spot  
  
in the middle of the palm. The window and windshield of the  
  
SUV are now covered in the thick silvery white substance,  
  
temporarily stopping the gun fire.  
  
The hero then lands on the top of the hurdling limo like  
  
some type of giant spider. He grasps the edges as if to  
  
somehow steady the vehicle. Then, another THWIP..this a bit  
  
different sounding...and what first appears to be a another  
  
strand of "webbing" expands and springs into a huge  
  
20.  
  
spider-web in the alley. Spider-Man leaps off the car twirls  
  
around a lamppost 2, maybe 3 times, explodes in to a  
  
somersault and lands softly and surely on his feet. The  
  
careening car is absorbed by the giant web and stops gently  
  
without a scratch.  
  
INSIDE CAR  
  
HARRY  
(amazed)  
Wow...  
  
EXT.CITY STREET AND ALLEYWAY  
  
SPIDER-MAN  
(catches breath)  
Sheesh...  
  
SFX: SPIDER-SENSE  
  
A row of bullets rip past Spidey. He does 3 hand flips,  
  
dodging them, while making his way over to the webbed limo.  
  
He looks up slightly frustrated but also half expectantly.  
  
SPIDER-MAN (cont.)  
_ENOUGH_ with the shooting guys!  
  
Spider-man reaches down and effortlessly pulls the entire  
  
door off the Rolls...  
  
SPIDER-MAN (cont.)  
You two alright?  
  
HARRY  
I-I...think so.  
  
Norman has been knocked out temporarily and is just  
  
beginning to come around...  
  
Spider-Man turns his attention to the three goons who are  
  
hiding about the alley. His SENSE buzzes again as one makes  
  
a dash for it...  
  
SPIDER-MAN  
Hey smiley! Where do ya think  
you're goin'? Party's not over  
yet.  
  
21.  
  
Another THWIP and runner is grabbed in the back by a strand  
  
of webbing and is pulled violently back in to a row of trash  
  
cans and riff-raff. He is out cold.  
  
In desperation the other 3 decide to rush the web-slinger.  
  
GOON 2  
Let's get him lads! 3 of us to one  
of him.  
  
SPIDER-MAN  
Wanna play eh... have it your way  
then.  
  
Goon 3 pulls out a pistol and begins to fire, but in the  
  
blink of an instant a red and blue flash appears and his  
  
head is knocked back violently. The gun goes off as it flies  
  
away.  
  
SPIDER-MAN  
Oops, I didn't know the gun was  
loaded.  
  
GOON 4  
You think your pretty funny, hunh  
clown?  
  
Harry watches as Norman is still gathering his senses.  
  
The two goons close in on Spidey and rush him from 2 sides.  
  
SPIDER-MAN  
Bad move boys...  
  
The hero leaps in to the air leaving the goons to crash in  
  
to each other. After seemingly dangling there, longer than  
  
physically possible, Spider-Man drops and and with a kick of  
  
both feet out sends the goons flying in opposite directions  
  
to their brand new unconscious states.  
  
SPIDER-MAN  
You guys really put my foot in  
your mouths didn't ya?  
  
He then leaps over to where Harry and Norman are recovering  
  
from the ordeal. Norman is still dazed.  
  
22.  
  
SPIDER-MAN  
If I had to guess, I'd say someone  
doesn't like you very much...  
(looks at Norman)  
He going to be alright?  
  
HARRY  
I think so....and...uh, thanks.  
  
[Sound of POLICE SIRENS]  
  
SPIDER-MAN  
That's my cue... Try and stay out  
of trouble, OK?  
  
As police cars pull up, and officers get out of their car  
  
yelling at the web-slinger, the red and blue clad hero is  
  
already disappearing high above them.  
  
Captain George Stacy gets out of one of the patrol cars.  
  
OFFICER  
No sign of him chief.  
  
Flash and Gwen come running up to the scene.  
  
FLASH  
Oh man! Saw the whole thing. That  
was friggin'awesome! ...Spidey  
whippin' those dudes.  
  
GWEN  
Harry! Are you alright?  
  
HARRY  
Yeah, yeah, My father took a lump,  
but he's OK. Keeps muttering  
something about a "king" over and  
over though.??  
  
GWEN  
I'm just glad you're OK.Who would  
do...?  
  
She looks over and sees the Captain.  
  
23.  
  
GWEN (cont.)  
(surprised)  
Daddy...?  
  
CAPTAIN STACY  
(a little   
embarrassed)  
Hello sweetheart.  
  
GWEN  
I thought... you were...  
  
OFFICER  
(interrupting)  
No sign of him sir...but there's 4  
creeps packed up in that web of  
his. Also...  
(nods to the side)  
Got a cold one in the limo.  
  
CAPTAIN STACY  
Keep looking...  
(pauses)  
Gwen, we'll talk later.  
  
He scans the vast skyscraper heights above him with a steely  
  
glare.  
  
EXT. ABOVE  
  
And high above... hidden on the side of a building,  
  
miraculously clinging to it is a weary Spider-Man.   
  
He reaches to his neck with one hand and pulls off a  
  
mask...revealing the face of a young man about 18 or 19  
  
years old. That man is of course...Peter Parker. He has a  
  
concerned and tired look on his face. The hero scurries up  
  
the side of the building and out of the frame.

INT. THE OSBORN MANSION - NIGHT  
  
In the sprawling lower East Side mansion of Norman  
  
Osborn...Norman is gathering a coat, and a briefcase as if  
  
leaving somewhere...  
  
24.  
  
HARRY  
What are you doing...where are you  
  
going?  
  
OSBORN  
I told you boy. I've got work to  
do.  
  
HARRY  
But, Dad...you're not well...the  
bump on the head...the  
  
OSBORN  
(coldly)  
I'm fine. I feel fine.  
  
Norman leaves slamming the door behind him.  
  
Harry is left looking puzzled and sad. But there's no way he  
  
would go against his father, Norman Osborn...even if he knew  
  
what was better for him.  
  
CUT TO:  
  
EXT. FOREST HILLS, QUEENS- PARKER HOME - NIGHT  
  
A quaint little house in Forest Hills. Queens.  
  
It is now dark. A shadowy figure drops to the ground, as if  
  
some giant insect fell from one of the trees. It slithers up  
  
the wall and creeps into an upstairs bedroom, where a faint  
  
light comes on.  
  
INT.  
  
Peter parker is sitting at his desk studying some papers  
  
with the door slightly ajar.  
  
AUNT MAY (V/O)  
(from hall)  
Peter? Is that you?  
  
AUNT MAY is a small frail, very delicate looking lady, who  
  
looks way too old to be Peter's Aunt. But she speaks with  
  
strength and determination that hints that she is stronger  
  
than she appears.She walks in and peers through the door.  
  
25.  
  
AUNT MAY (cont.)  
I didn't hear you come in. You  
must have been afraid you would  
disturb me dear.  
  
PETER  
Oh, hi Aunt May, yeah, I didn't  
want to disturb your rest.  
  
AUNT MAY  
Did you eat?  
  
PETER  
I sure did, Aunt May, got  
something at the cafe with Harry.  
  
AUNT MAY  
Well, you look as if you can stand  
to eat some more. My goodness,  
you're skin and bones. Look at  
you. I'm going to make you a  
sandwich and a nice glass of milk.  
  
PETER  
No Aunt May, I'm fine...really.  
You just go back to bed and get  
some rest. I've gotta study for my  
physics exam.  
  
AUNT MAY  
Well, I do worry about you Peter.  
You're such a delicate boy.  
  
PETER  
Aunt May... _rest_.  
  
AUNT MAY  
OK, goodnight dear...don't stay up  
too late. You need your rest too  
you know, especially with all  
those nasty exams.  
  
PETER  
Good night Aunt May.  
  
26.  
  
Aunt May looks, still concerned, but turns and walks away,  
  
reluctantly. Peter waits a few seconds, then shuts his door,  
  
and turns out the light. He stuffs some pillows up under his  
  
sheets, takes off his shirt and then pants...and climbs  
  
quietly out the window.

INT. OSBORN INDUSTRIES - NIGHT  
  
Norman Osborn is in his small personal lab built off his  
  
extravagant office. He is wrestling with some notes beside  
  
warm containers of chemicals, in a chemistry set-up.  
  
He taps a pencil and looks over at the chemicals, then looks  
  
up.  
  
OSBORN  
(to himself)  
Blasted Stromm. Gonna drag me  
under with this whole slime-ridden  
business. That was too close this  
afternoon...and my son was almost  
hurt. Poor Harry is too weak for  
the stress, just like his mother  
was...  
(pauses)  
If I ever get my hands on Mendel  
Stromm...I'll kill him myself. Who  
knows what all they know. No  
telling what he blabbed to them.  
Can't take any chances...must  
complete this myself, before  
anyone else starts sniffing  
around.  
  
Norman mixes some chemicals together and goes about several  
  
things that the production assistants and technical adviser  
  
will have to help describe.  
  
OSBORN  
Why isn't it working?!  
  
He throws a vial and breaks it in disgust.  
  
Time lapse MONTAGE from overhead as Norman feverishly works  
  
to complete his task.  
  
27.  
  
INT. OSBORN MANSION:  
  
Harry is in Norman's den and he is staring at a glass.  
  
INT. OSBORN INDUSTRIES:  
  
Norman in later stage of work.  
  
OSBORN  
That's it...  
  
He looks at notes.  
  
We see the page and are able to read... "_SOLUTION SHOULD  
  
TURN GREEN AT THIS POINT_".  
  
Norman looks at the chemicals in the vial and we see the  
  
contents are indeed, a greenish .  
  
OSBORN  
Yessss! I've done it. Ha Ha! I've  
done it!  
  
He reaches for his drink and takes sip.  
  
OSBORN (cont.)  
Hmmm...yes, just...a bit...more I  
think.  
  
28.  
  
He adds the slightest bit more of chemical to mixture and  
  
watches as the solution boils, turning a deep rich shade of  
  
green. Norman, pleased with himself, picks up his drink and  
  
watches in amazement as the solution begins to churn,  
  
emitting a soft light, green steam of vapor, that almost  
  
lights up the room. He takes another drink.  
  
The solution is now in a rolling boil, seemingly with a life  
  
of its own. Norman continues to watch in amazement as the  
  
solution suddenly begins to foam and boil over. Drink in  
  
hand, Norman gets a confused, slightly startled look on his  
  
face.  
  
We see a close-up of the notes again, Mendel Stromm's notes,  
  
"... _NOT TOO MUCH_. (CUT TO another note) "_SOLUTION COULD  
  
BECOME UNSTABLE_..." We see Norman's face as he can still  
  
only gasp in amazement, as the greenish vapors rise and  
  
swirl in the air, circling his head, seemingly glowing.  
  
(another note) "_COULD DAMAGE THE INTEGRITY OF THE SERUM"...  
  
"WITH POSSIBLY DEVASTATING RESULTS"...._  
  
_AGGRESSION...INSANITY_!...  
  
Norman lifts his head back, as if he is intoxicated by the  
  
vapor dripping off the serum. Drink in hand, he cackles  
  
proudly to himself... then...  
  
BOOM!!!!!  
  
The solution explodes right in Norman's face. But its not a  
  
typical explosion; not so much fiery and not even a  
  
propulsion of hot liquid, something...different. Its as if  
  
the solution hit the air and crystallized forming an  
  
infinite amount of micro-pieces of hard matter, turning the  
  
air and the room green. Norman's drink is shattered and he  
  
deeply inhales a combination of the solution's "gas" as well  
  
as the bourbon. He is thrown back 6 feet in to a wall and is  
  
knocked completely unconscious.  
  
CUT TO:  
  
EXT. OUTSIDE OSBORN'S PLANT  
  
Meanwhile a shadowy figure is observing from the distance.  
  
He's been watching the eerie green lights that have been  
  
reflecting in the windows of the executive office wing. Upon  
  
the noise created by the "explosion". Spider-Man, reacts.  
  
SPIDER-MAN  
Thought it might be a good idea to  
tail you Osborn...  
  
(MORE)  
  
29.  
  
SPIDER-MAN (cont'd)  
(fires web-line)  
after what happened today...  
(grabs line with   
both hands)  
for Harry's sake.  
  
Spider-Man springs in a sharp angle down and through a  
  
window of the office floor.  
  
SPIDER-MAN  
Osborn!  
  
He coughs as the air is filled with some sort of smoke and  
  
there is a strange sizzling sound in the air, combined with  
  
a low hum.  
  
SPIDER-MAN (cont.)  
Where are you!?  
  
He follows his Spider-Sense that leads him to a heavy locked  
  
door, with a strange green vapor seeping slowly out from  
  
beneath the door. Most of it has subsided by now and is  
  
rather subtle. Sensing Norman is behind the door he, gives  
  
it a light kick and it it goes down in shatters. Norman  
  
Osborn is lying on the floor , face up, eyes wide open.  
  
SPIDER-MAN (cont.)  
Oh my God...  
  
Believing him to be dead, reaches down and checks pulse and  
  
for any sign of breath.  
  
SPIDER-MAN (cont.)  
Still alive! _Barely_...  
  
sound of SIRENS in the background growing closer   
  
Police arrive as Spider-man exits the Osborn Industry  
  
offices.  
  
EXT. OUTSIDE OSBORN INDUSTRIES  
  
30.  
  
OFFICER  
Hey, its Spider-Man! Come back  
here!  
(fires gun)  
  
CAPTAIN STACY (O/S)  
Hold your fire!!!  
  
Captain Stacy steps in to view.  
  
OFFICER 2  
Sir! Its Norman Osborn sir... one  
of the owners.  
  
CAPTAIN STACY  
I _know_ who he is son. How is he?  
  
OFFICER 2  
I think he's dying sir.  
  
CAPTAIN STACY  
Where's that damn ambulance?  
  
OFFICER 3  
(shining   
flashlight)  
You there! Stop!  
  
Light finds the face of one Peter Parker (who never really  
  
left, but stayed around out of concern for his friend's  
  
father.)  
  
OFFICER 3 (cont.)  
What are you doing here...put your  
hands up. You're coming with me.  
  
CAPTAIN STACY  
Well, what have we got here?  
  
OFFICER 3  
Found him snooping around sir.  
  
CAPTAIN STACY  
Well... what have you got to say  
for yourself? Whattya doin around  
here young fella? See anything?  
  
31.  
  
PETER  
Yes.. I mean sort of. I'm a  
reporter sir...er...a  
photographer, actually.  
  
CAPTAIN STACY  
Actually?  
(chuckles)  
Think you better come with me son.  
We'e going to need a statement.  
  
PETER  
But my Aun--  
  
CAPTAIN STACY  
Won't take long. We'll have you  
home to your aunt soon enough. Now  
get in the car.  
  
Peter looks extremely perplexed, but reluctantly gets in the

squad car.  
  
As a door to the police car is shut, an Ambulance speeds off  
  
with Norman Osborn, near death, inside.

INT. NY CITY POLICE DEPT. - NIGHT  
  
Peter Parker is sitting at a table in a private room. We see  
  
a shot of a man from the waist up to just below the neck.  
  
Then we see the head and shoulders of George Stacy, who is  
  
puffing on a pipe.  
  
Even though Peter clearly sees the name plate on the desk of  
  
George Stacy, he is no where near realizing that he is the  
  
father of someone he knows...someone he dreams about.  
  
CAPTAIN STACY  
(lighting pipe   
with zippo   
lighter)  
What's your name kid?  
  
32.  
  
PETER  
Parker sir... Peter Parker  
  
CAPTAIN STACY  
Parker hunh...  
(pause)  
You the kid that takes pictures of  
the Spider-Man?  
  
PETER  
(hesitates)  
Ye--yessir.  
  
CAPTAIN STACY  
I see...yes.. you're the one who  
_always_ seems to be in the right  
place at the right time, always  
somehow able to get "exclusive"  
photos of the wall-crawler. Zat  
right?  
  
PETER  
Yeah...we have...sort of...an  
arrangement.  
  
CAPTAIN STACY  
An arrangement...  
  
PETER  
Yessir. I got in his way  
once...made him angry. Told him I  
worked for the Bugle...that I'd  
help cast him in a positive light,  
if he'd cut me some slack...  
Anyway, I followed Spider-Man to  
the Osborn Plant.  
  
CAPTAIN STACY  
I'm listenin'.  
  
PETER  
There was this weird stuff  
happening inside the office  
building. Lights...noises. Then  
there was this...explosion or  
something. Spider-Man went in and  
  
(MORE)  
  
33.  
  
PETER (cont'd)  
pulled Osborn out. He rescued him  
sir.  
  
CAPTAIN STACY  
I see... So how do you think  
Spider-Man knew there was going to  
be "trouble" at Osborn's?  
Peter's eyes get a bit wider as he shifts uncomfortably in  
his seat.  
  
Phone Rings  
  
CAPTAIN STACY  
(answers)  
Stacy.  
(pauses, listens)  
Mmm hmm. Right. What??? I...  
see...  
  
The Captain hangs up phone, looking extremely puzzled.  
  
Peter is thankful at the change in subject.  
  
PETER  
sir...if you don't mind my asking.  
Is that news of Mr Osborn? He...  
is... also my friend's dad.  
  
CAPTAIN STACY  
(still baffled)  
Yeah.. I mean...uh. Sounds like  
Osborn is going to be alright.  
  
Peter smiles in relief.  
  
CAPTAIN STACY (cont.)  
Strange. He looked in pretty bad  
shape last time I saw him.  
Looked...well he looked like a  
goner to be honest.  
But...apparently, I'm told, He  
checked himself out...healthy as a  
horse...although the doctors  
  
(MORE)  
  
34.  
  
CAPTAIN STACY (cont'd)  
wanted him to...  
(pauses)  
He insisted on... going... home.  
  
silence  
  
PETER  
Sir...sir. Am I done. I mean...can  
I ..er... go?  
  
CAPTAIN STACY  
(in a fog)  
yeah kid. Go on, get home. And uh,  
be careful son. Following this  
Spider-Man around is dangerous  
living. We may not know much about  
him, or what side he's on...but  
one thing is for sure. He's never  
far from trouble.  
  
PETER  
(nervous smile)  
Thank you sir. I ...uh..will...  
I'll be careful sir.  
  
Peter gets up and exits leaving Stacy, puffing on his pipe,  
  
in deep thought.  
  
INT. OSBORN MANSION - NIGHT  
  
Norman Osborn is in his bed. He is stirring. He is  
  
dreaming...  
  
His son Harry is walking in a dimly lit industrial looking  
  
room. It is lined with metal cabinets with square doors.  
  
There is fog in the room. There are also tables in the  
  
room...covered with sheets with feet sticking out. It is a  
  
morgue.   
  
Harry goes to the cabinet. He slowly opens the door to #  
  
103. There appears to be a tray inside with a body. Harry  
  
pauses then reluctantly pulls out the tray. He pauses again,  
  
before slowly unzipping the bag..to reveal the corpse of his  
  
35.  
  
father...Norman Osborn, eyes wide open, face pale, and dead.  
  
Harry stares, longingly, lovingly. Suddenly Norman's face is  
  
transformed, into something horrible...grotesque. Harry  
  
recoils in horror slamming tray back in to its compartment,  
  
which echoes in Norman's mind... in his bedroom.  
  
Norman wakes in his bed in a full sweat, a look of agonizing  
  
fear on his face. He reaches over and turns on lamp,  
  
breathing a sigh of relief. Norman looks at the clock and  
  
gets up going in to the bathroom. He turns on the water and  
  
rinses his face, unaware of the fog that is now filling the  
  
room. Is he dreaming again?  
  
We see Norman's face , when suddenly a mysterious VOICE from  
  
the MIRROR speaks to him. (???)  
  
MIRROR GHOST (V/O)  
_Norman_.  
  
The voice is eerie...otherworldly. Norman pauses and looks  
  
up.  
  
MIRROR GHOST (V/O)  
(taunting tone)  
_Nor-man.  
_  
OSBORN  
What...what do you want?  
  
MIRROR GHOST (V/O)  
_Only your attention. And it could  
benefit you Norman... to listen to  
me.  
_  
OSBORN  
W-Who...what are you? No, I-I'm  
dreaming.  
  
MIRROR GHOST (V/O)  
_Your GOBLIN Norman. I'm your  
goblin._

OSBORN  
G-Goblin? What ...are you talking  
about?  
  
MIRROR GHOST (V/O)  
_Every man has one Norman. Not  
everyone finds him though.  
_(evil cackle)  
  
36.  
  
Norman soaks his face in water and rubs it.  
  
OSBORN  
I'm seeing things. I'm delusional.  
Its the bump on the head...the  
accident at the lab.  
  
MIRROR GHOST (V/O)  
_No accident Norman. I've been wait  
hing for you. Waiting for you...to  
let me out.  
_  
OSBORN  
Go away. Leave me alone!  
  
MIRROR GHOST (V/O)  
(Evil laugh)  
_I can't Norman.  
_  
OSBORN  
What do you mean can't...why?  
  
MIRROR GHOST (V/O)  
_Be...cause...  
_  
We now see Norman's reflection in the mirror...  
  
MIRROR GHOST (cont.)  
(Norman's   
reflection)  
_I AM you...  
_(crazy laughter)  
  
Norman's face in the reflection suddenly turns in to the  
  
horrible, grotesque, evil face in His dream.  
  
(More evil laughter) Norman drops to the floor and begins to  
  
go in to convulsions. The reflection in the mirror is gone.  
  
But the laughter...is not. It continues to echo in to the  
  
night.  
  
Norman wakes up "again", in bed. (was it a dream?)...this  
  
time strangely calm. He does not turn on the light, or look  
  
at the clock. He dresses in the dark and quietly leaves.

INT. FOREST HILLS (PARKER HOME) - NIGHT  
  
Peter Parker is stirring in his bed. He is dreaming as well.  
  
37.  
  
MONTAGE:DREAM SEQUENCE  
  
In we see flashes of Spider-Man performing tricks on a  
  
television show, before a studio audience that oohs and  
  
ahhs...  
  
WRESTLING RING  
  
Peter, his face covered by a mesh masking is battling with a  
  
huge warrior more than twice his size.  
  
ARENA (HALLWAY)  
  
Spider-Man standing still as a hood runs past him with a bag  
  
of loot, while a security guard yells..."stop him. Stop  
  
thief!" Spider-Man just watches as the hood runs by.  
  
OSBORN INDUSTRIES  
  
Surrounded by green fog, he is searching for Norman Osborn.  
  
He kicks the door in to find Osborn's body lying in the  
  
floor. He kneels down to check Osborn's face and a lightning  
  
bolt flashes to reveal, in the eerie green light, the dead  
  
and decaying face of Norman Osborn.  
  
SPIDER-MAN  
No not again...Dear Lord... too  
late..just like...before...  
  
GUNSHOTS  
  
PARKER HOME (DRIVEWAY)  
  
Spider-Man is looking down at the face of an old man with a  
  
pleasant face...even in pain. Its a man he knows well. Its  
  
his UNCLE BEN, the closest thing Peter Parker has ever had  
  
to a father.  
  
UNCLE BEN  
Peter... Remember what I told you  
... remember...what...I told  
you...  
  
PETER  
(crying)  
No, no...No!!!!!!!! UNCLE  
  
(MORE)  
  
38.  
  
PETER (cont'd)  
BEN!!!!!!!!!!!!!!!!!  
  
END OF DREAM SEQUENCE  
  
Peter Parker sits upright in his bed, shirtless, he is  
  
soaked in sweat...

INT. DAILY BUGLE (JAMESON'S OFFICE) - DAY  
  
About a week later.  
  
J Jonah Jameson is in the familiar position of the chair in  
  
his office talking to JOE ROBERTSON, a black man with an  
  
athletic build and whitening hair.  
  
We see a Daily Bugle on the desk with the headline,  
  
"**BREAK-IN AT OSBORN PLANT TIED TO ACCIDENT**?"  
  
JOE ROBERTSON  
More than likely, vandals,  
glory-hounds sniffing around,  
after that weird accident.  
  
JAMESON  
Or it could be Spider-Man, trying  
to cover his tracks. Probably him  
who caused the accident in the  
fir--  
(seeing Peter walk   
in)  
Parker. Good...You're here.  
  
JOE ROBERTSON  
Hello Pete.  
  
PETER  
Hi Mr Robertson. You wanted to see  
me Mr Jameson?  
  
JOE ROBERTSON  
We have something in mind for you  
Peter.  
  
JAMESON  
(interrupting)  
Leeds is on to something with this  
latest crime wave in the city.  
Apparently there's an organized  
mob that's grown strong over the  
  
(MORE)  
  
39.  
  
JAMESON (cont'd)  
last 2 years and is beginning to  
take control of some of the minor  
gangs. Need ya to stop chasin our  
"favorite" menace in the red and  
blue pajamas for a while and see  
if you can help Ned. Its usually  
Bannon's gig, but he's out of  
town.  
  
JOE ROBERTSON  
What Jonah is trying to say Pete,  
is we've been so impressed with  
your pictures of Spider-Man, we  
think its time to see what you can  
do on the crime beat.  
  
JAMESON  
So whattya think kid. You up to  
it?  
  
PETER  
Gee, Mr Jameson, Mr Robertson. I  
uh....I'm honored, I...  
  
JAMESON  
Spare me the BS Parker. Do you  
want the assigmment or not?  
  
Peter hesitates slightly, perhaps because of the history  
  
with Ned Leeds)  
  
PETER  
Well, there's my es...and I  
don't think Aunt May would like  
it.. but, yeah, OK, I'm in.  
  
JOE ROBERTSON  
Good, but only if your comfortable  
with it and it doesn't interfere  
with your school work Pete. Maybe  
you better run it by your aunt as  
well.  
  
PETER  
(sarcastically)  
_Right.  
_  
40.  
  
He knows Aunt May would never go for her nephew being in a  
  
dangerous position, much less , one even more so.If only she  
  
knew.  
  
JOE ROBERTSON  
(whispers to Peter)  
More money. Could mean a salaried  
postition for ya too.  
  
JAMESON  
You'll need to get with Leeds. I  
believe he has information  
regarding the location of a  
meeting place for some prominent  
gang lieutenants. He's been on  
this thing forever.  
  
PETER  
Um, Yessir, I'll meet up with  
Ned...and thanks... I guess.  
  
JAMESON  
Good, now beat it.  
Peter leaves the office and walks across the office room,  
nervously glancing at Betty, who is looking away. as usual.  
  
HALLWAY  
  
He walks out in to the hall when who should walk out of the  
  
elevator but...  
  
PETER  
(surprised)  
_Gwen_.  
  
Somehow,he finds a courage to talk to her that he's never  
  
had surrounded by the intimidating halls of ESU. He is in  
  
his "element" here.  
  
Gwen is pleasantly surprised to find him friendly for once.  
  
41.  
  
GWEN  
Peter? What...what are you doing   
here?  
  
PETER  
I work here.  
(sheepishly)  
I'm a photographer.  
  
GWEN  
Wow...That's cool.  
  
PETER  
(seizing the   
moment)  
So...what...what are you doing  
around here?  
  
GWEN  
I...uh...  
(lying)  
came to see if the Bugle was  
interested in sponsoring an ad in  
the campus football program.  
  
(She is actually there to seek JJJ's help and advice in  
  
helping convince her father to retire).  
  
PETER  
(slightly   
disappointed)  
Oh... for Flash.  
  
He looks as if he can't believe he just said that last part  
  
out loud.  
  
GWEN  
(surprised)  
Um, no, not for Flash..In fact...  
(pauses)  
and why would you care?  
  
42.  
  
PETER  
(blushes)  
Er, I don't, Um, I mean I was just  
making conversation.  
  
She stares at Peter.  
  
awkward silence. Gwen enters the room to the Bugle offices.  
  
PETER  
(following)  
Uhh...erm...Gwen?  
  
GWEN  
Yes Peter?  
  
PETER  
(stalls)  
Err...tough test on Thursday.  
  
GWEN  
I know. I'm sooo behind.  
  
PETER  
Yeah, Warren is such a  
task-master.  
  
GWEN  
I'll be lucky to even get a  
passing grade. Well, see ya around  
Peter Parker.  
(starts to walk   
off)  
  
PETER  
(dreamily)  
right.  
  
GWEN  
(pauses and turns   
around)  
Uh. Peter?  
  
PETER  
Yeah?  
  
43.  
  
GWEN  
I uh... could use some help...  
um... maybe we could help each  
other...ya know? ... study.  
(smiles)  
  
PETER  
(just won the   
lottery)  
Yeah...sure.  
  
GWEN  
(backing away)  
Morels, Wednesday... 4:00 _sharp_.  
  
PETER  
(about to burst)  
right...sharp.  
  
Gwen gives Peter a little wave,then turns and walks off.  
  
Peter leaves as well. We see that Betty Brant has been  
  
watching the whole time.  
  
INT. OSBORN MANSION (NORMAN'S DEN) - NIGHT  
  
Norman is in his den, his study. The den is decorated in a  
  
similar fashion to is office; still the greens, but the  
  
s are deeper...darker, and of course the furniture is  
  
even More expensive looking.  
  
He is dressed for the evening, in dark green pajamas and a  
  
white long sleeved shirt. He is sitting at his desk  
  
scribbling in a notebook. There is an intense expression on  
  
his face, that counters the light-hearted spirit Harry has  
  
enjoyed in his father the past couple of weeks.  
  
phone RINGS  
  
OSBORN  
(grumpy)  
Osborn...  
(pause)  
Christ Menken!... what is it?  
  
An angry look covers Norman's face and it grows in to a  
  
scowl.  
  
OSBORN (cont.)  
What?  
(pounds fist)  
  
(MORE)  
  
44.  
  
OSBORN (cont'd)  
Are you telling me his lawyers are  
better than mine? How could you  
let this happen ?  
  
MENKEN (V/O)  
Norman...it can't be avoided. The  
Feds are listenin to his story.  
Now it doesn't mean...  
he's...UH... won, just that well,  
we'll need to do some  
...er..."tidying up". And we're  
working on ways to discredit him.  
  
OSBORN  
Discredited? I don't want Stromm  
discredited (raising voice)  
I want him _silenced_!  
  
Harry peers in the door-way of his dad's den.  
  
HARRY  
  
Dad?  
  
OSBORN  
I don't care how, just handle it  
(slams phone down)  
  
HARRY  
Dad...everything alright?  
  
OSBORN  
Yes son..yes. Why wouldn't it be?  
(forces smile)  
  
HARRY  
Yeah, well I gotta go to the  
library and do some studying. I'll  
be home later  
  
OSBORN  
Yes yes. Go on...go  
  
Harry turns to leave

OSBORN  
Harry  
  
HARRY  
Yeah dad?  
  
45.  
  
OSBORN  
Good luck on your test boy.  
  
Harry smiles and leaves. At least his dad was trying  
  
now...trying to show he cared.  
  
Norman walks over to the liquor cabinet and pours himself a  
  
drink....MAKERS MARK Bourbon on the rocks...a double. He  
  
stands in the room alone...sipping. Sensing a sudden chill  
  
in the room, Norman walks over to a wardrobe, a large  
  
spacious walk-in space, the type one might expect to find  
  
hunting vests and smoking jackets, maybe even some sporting  
  
gear.   
  
He puts on a beautiful deep Burgundy robe with an elegant  
  
pattern on it. After taking a sip of his beverage, Norman  
  
suddenly grabs his stomach, at the onset of a sharp pain. He  
  
feels as if he is being stabbed. The ice tray and glasses on  
  
the cabinet begin to shake in unison, singing a strange  
  
"song". The chandelier swings slightly. Is he dreaming..  
  
AGAIN?  
  
Norman shakes his head but continues to hold his stomach as  
  
the pain slowly begins to subside. And then he hears it...  
  
the tapping...no, the KNOCKING at the closet door. But how  
  
is that possible? Knocking...from WITHIN????  
  
Then he hears it... the VOICE from the dreams, from the  
  
MIRROR, now coming from within the closet!  
  
GOBLIN (V/O)  
(eerie, almost   
whispering)  
_Norman... NORMAN!_

OSBORN  
(frightened)  
Wha...w-who who is it? Who's  
there?  
  
GOBLIN (V/O)  
_I'm here.... Here to help you.  
_  
OSBORN  
No...no...I'm dreaming again. Get  
away. Get away from me.  
  
GOBLIN (V/O)  
_You need me.  
_  
OSBORN  
No...I don't need anyone...I don't  
want your help.  
  
46.  
  
GOBLIN  
(evil laughter)

Norman looks at his glass and briefly sees the reflection of  
  
that ghastly face he had seen in the mirror.  
  
He yells, throwing the glass against the wall. Norman runs  
  
over and throws open the closet door to confront the  
  
"spirit".  
  
OSBORN  
(with recognition)  
_YOU_!!!! Leave me alone! Leave us  
alone!  
  
Nothing is there. We see nothing, just a dark closet.  
  
GOBLIN (V/O)  
_Its time Norman. It is time.  
_(evil laughter)  
  
Norman doubled over in pain, stumbles over to his desk, as  
  
the laughter is filling the room. He falls over in the floor  
  
out of sight, behind his desk with the sound of struggling.  
  
OSBORN (O/S)  
No! NOOOOOOOOOO!  
  
We see his hand comes up firmly and slap the desk, before  
  
making a tight fist, and then, relaxing...  
  
OSBORN (O/S)  
(maniacally)  
_AHH-HAHAHAHAHAHAHAHA_HAHAHAHAHA!  
  
Norman Osborn's insane maniacal laughter consumes the room  
  
and pours out in to the halls of the mansion....

INT. HOTEL (STROMM'S ROOM) - NIGHT  
  
In a low-profile hotel, we see MENDELL STROMM. He is  
  
balding,late 50s, with glasses and has an unpleasant, cruel  
  
face.  
  
Two Federal Agents are outside in the hall.  
  
47.  
  
STROMM  
(fixing a drink)  
Fools... they don't realize they  
are buying me time... until I can  
complete and perfect my serum.  
Even if Osborn tries to duplicate  
it, he'll find quite the surprise  
waiting for him.  
(laughs)  
  
He shuts off the light and goes to bed. We see the alarm  
  
clock reads 10:30.

INT. SYNDICATE BUILDING (SILKWORTH'S OFFICE) - NIGHT  
  
Meanwhile, in an seedy looking warehouse in an old  
  
industrial part of the City,two men are conversing in a  
  
makeshift "office".   
  
The man sitting down, OSWALD SILKWORTH is a plump, bald,  
  
middle aged man with an egg-shaped head and thick, "coke  
  
bottle" glasses. He looks like the one in charge. His  
  
superiors know him as a man that gets things done. His  
  
subordinates know him as...THE ARRANGER.  
  
The man standing, JASON "JACK" MACENDALE is dressed in black  
  
and has a somewhat fearsome appearance; sharp angular  
  
features and jet black hair, matched with brooding dark  
  
piercing eyes.  
  
SILKWORTH  
No more games Macendale. And  
Spider-Man is no excuse. I want  
Osborn brought to me, live and in  
person. There are things... I wish  
to ask him.  
  
MACENDALE  
Boss, I told you. Spider-man  
busted that attempt up real good.  
windows. I can finish him... let  
me. And then we'll go after the  
Spider.  
  
SILKWORTH  
No, its not what "_he_" wants. This  
comes straight from the top Jack,  
THE BIG MAN. Bring me  
Osborn...without a scratch.  
  
48.  
  
MACENDALE  
Come on boss... not even ...just  
one?  
(snickers)  
  
SILKWORTH  
(VERY slight smile)  
Humorous. I need to see what  
Osborn knows, if he's done  
anything with Stromm's formula.  
You can settle your personal score  
later.  
  
MACENDALE  
And what about Stromm?  
  
SILKWORTH  
Stromm is a worm. He holds  
knowledge of certain government  
weaponry programs, and as we speak  
is attempting to save his  
worthless neck by squealing to the  
Feds about Osborn's improprieties.  
But, He still proves useful... for  
now. Although, I won't be able to  
say the same for Norman Osborn,  
after I learn what he knows.  
(evil chuckle)

INT. STROMM'S HOTEL ROOM - NIGHT  
  
Stromm is lying in his bed sound asleep, when he is suddenly  
  
awakened by a slight noise. His eyes open. We see the alarm  
  
clock. It is now 12:00.  
  
He hears a VOICE in the darkness, the same one Norman has  
  
heard... the one that calls itself... THE GOBLIN.  
  
GOBLIN (V/O)  
_Mendell Stromm_.  
  
STROMM  
wha...w-who's there...?  
  
GOBLIN (V/O)  
_Just...an old friend_.  
(light cackle)  
  
Stromm looks over to see a pair of yellowish, glaring eyes   
  
49.  
  
in the dark. He sees the dark outline of a man sitting in a  
  
chair beside his bed,out of range of the moonbeam shining  
  
through the open window.  
  
STROMM  
(frightened)  
Wha...what do you want?  
  
GOBLIN  
_Hmmmm, what are you offering_?  
(pause)  
_I dont know...your soul per_haps?  
(more cackling)  
  
STROMM  
W-who...what are you..?  
  
GOBLIN  
(ignoring)  
_You have been judged Mendell...and  
found guilty of treason. The jury  
has sentenced you... to death.  
_  
STROMM'S POV  
  
Suddenly, in the moon light, Stromm sees a demonic face of  
  
death, hovering over him, up close. ( a real "GOTCHA"  
  
moment) It is the first look at The GREEN GOBLIN. Even in  
  
the darkness we are able to recognize the ghastly features,  
  
from Norman's vision in the mirror.  
  
The face is a sickening greenish ,belonging to someone  
  
who has not been alive in a while. The forehead is high with  
  
sharp cheek bones, and a pointed hooked nose. Its ears rise  
  
to elongated points. The eyes are huge and bulging, with a  
  
look of fixed horror to them,as if frozen forever in the  
  
moment of a terrible death, but otherwise expressionless.  
  
Below the sharp nose is an evil cruel mouth smiling wickedly  
  
above an inordinately long pointed chin.  
  
Stromm, must surely believe he has been visited by a  
  
ghoul...some sort of regenerated form of Norman Osborn, but  
  
no longer...human.  
  
GREEN GOBLIN  
Hello...partner. AH  
HAHAHAHAHAHAHAHAHAH!  
  
HALLWAY  
  
50.  
  
Hearing the disturbance, the agents burst in.  
  
We see a closeup of Stromm's face, a face frozen in a scream  
  
of terror, (eyes wildy open, mouth agape), a terror of the  
  
most imaginable...or unimaginable...  
  
INT. DAILY BUGLE - DAY  
  
Peter is talking to NED LEEDS. Ned is an older "all-american  
  
type, "thirtysomething", but boyishly handsome.  
  
LEEDS  
Look...Parker. I'm not going to  
mince words. Its no secret, we've  
had our differences in the past  
and well, its not that I have  
anything against you, its just  
this is more of Bannon's thing or  
that other freelancer...the big  
goofball...  
  
PETER  
Eddie?  
  
LEEDS  
(chuckles)  
Yeah, that's him.Point  
is...they've at least been in "the  
fire" before.  
  
PETER  
(sarcastically)  
Guess hanging from amazing heights  
taking pictures of Spider-Man must  
seem pedestrian to you.  
  
LEEDS  
(arrogant)  
That's uh, not what I meant.  
Listen, I've been tracking The  
Syndicate going on 2 years now.  
I'm this close to information that  
will lead me to the kingpin of  
this group. We're talking Pulitzer  
material here. I don't need some  
wet-behind-the-ears kid ruining it  
for me. Do not screw this up.  
These people are serious Pete.  
They don't play around ya hear? It  
  
(MORE)  
  
51.  
  
LEEDS (cont'd)  
could be dangerous. You're going  
to have to be careful. Plus, as  
the photog...there's always  
potential consequences for  
fingering someone...you know,  
showing their mug to the world.  
  
PETER  
Doesn't bother me. I can handle  
it.  
  
LEEDS  
Good... now listen. There's a  
meeting tonight, in the warehouse  
district. Virtually every goon  
involved with this outfit is going  
to be there...including yours  
truly...  
(winks)  
and maybe a Lieutenant or two.  
I'll probably be covered, so you  
won't see me.  
  
He hands Peter an envelope.  
  
LEEDS (cont.)  
Inside are the directions, and the  
address.. Be careful Parker.  
  
he walks out of his office as Peter follows him.  
  
PETER  
Alright, I'll be there...and I  
will, be careful that is.  
  
He watches Ned warily as the reporter walks off barely even  
  
acknowledging Betty.

INT. SYNDICATE WAREHOUSE - NIGHT  
  
A group of CRIME SYNDICATE GANGSTERS are standing/sitting  
  
around a large industrial storage type room. Jack Macendale  
  
52.  
  
is is centered among them, and appears to be addressing  
  
them.  
  
MACENDALE  
(over noise)  
Hey.  
(whistles)  
Hey! Alright!... listen up you  
maggots, New plan...  
whistles,shouts and laughs from the crowd of thugs.  
  
ABOVE  
  
In a dark corner of the warehouse Spider-Man descends  
  
slowly... in ic upside down pose.  
  
SPIDER-MAN'S P.O.V.  
  
MACENDALE (cont)  
Now... the priority is... we are  
to successfully capture this fancy  
ass VIP business exec,  
one...Norman Osborn... unharmed.  
He holds information valuable to  
the "organization" Use any means  
necessary...  
  
SFX: SPIDER-SENSE  
  
BELOW  
  
MACENDALE (cont.)  
so long as he's brought here...  
and  
able to talk.  
  
sound of BREAKING GLASS from above, followed by insane  
  
LAUGHTER.  
  
GREEN GOBLIN (O/S)  
(laughing)  
Is this a private party, or can  
just anyone come?  
  
An object drops to the floor with a metallic KLANK...there  
  
53.  
  
is a mini-explosion , and then a whoosh of smoke, followed  
  
by more evil, maniacal laughter.  
  
MACENDALE  
(surprised)  
wha?  
  
ABOVE  
  
Spider-Man crouches tighter in corner, also appearing  
  
surprised. He winces slightly from the intense buzzing in  
  
his head.  
  
BELOW  
  
The smoke begins to clear with the gangsters gagging and  
  
coughing. Then we see, for the first time...THE GREEN  
  
GOBLIN...in all his glory. He hovers in the room astride the  
  
_PROJECT "WAR EAGLE" ATTACK GLIDER_, glaring at the men,  
  
laughing hideously, behind his green ghoulish face and  
  
sickening yellow eyes... A strange electronic hum and  
  
mysterious trail of smoke emit from the flying device.  
  
SFX: JET TURBINE ENGINE  
  
The Goblin wears a deep Burgundy tunic with a sturdy looking  
  
belt filled with compartments. (some have an electronic look  
  
in nature) The muscular arms are either bare or covered in  
  
some sort of tight scale material; a sort of chain mail, but  
  
greenish in . He wears purple gloves that extend nearly  
  
to the elbows.  
  
His legs are covered in some sort of thick armor, reinforced  
  
at the knees and stuffed into thick strong looking boots,  
  
similar to what an ancient Norseman would wear, except there  
  
is a subtle point upward at the toe. He carries a thick  
  
leather satchel slung over his right shoulder that hangs to  
  
his left side.  
  
And finally atop his head covering part of his massive  
  
forehead, but not his elongated pointy ears, the Goblin  
  
wears a hat. At first it looks like a stocking wrap, or how  
  
a pirate or biker might wrap his head, but the "hat"  
  
continues in to a pointed trail that dangles half way down  
  
his back. It may be leather...it may be cloth.  
  
To a weak man, or to a drinking man, it would appear as if a  
  
demon had come to earth. But to these men, it appears as if  
  
death has arrived. Not one among of them is unafraid,  
  
including the man clinging to the ceiling.  
  
54.  
  
MACENDALE  
(feigning courage)  
Look boys, if it ain't the boogie  
man.  
  
GREEN GOBLIN  
Oh, you'll find that I'm much  
worse than that.  
(laughter)  
  
MACENDALE  
Whattya know, ugly, rude...And  
he's a comedian too... Look pal,  
what do you want?  
  
GREEN GOBLIN  
I am here on behalf of my  
benefactor, who chooses to remain,  
shall we say...anonymous at this  
time  
(cackling)  
You see, I'm looking for a team...  
a team of "bright" individuals"  
such as yourselves,  
(looks around and   
motions)  
to support me in my _endeavors_.  
  
MACENDALE  
  
(chuckles)  
"Endeavors"?   
(serious)  
Who are you?  
  
GREEN GOBLIN  
You may call me..._ Goblin_.  
  
GANGSTER 4  
Goblin?  
(mocking laughter)  
Hey boss I say we waste him.  
  
The Goblin reaches in to his bag. In an instant, something  
  
55.  
  
strikes the man's chest. His eyes, fill with surprise, as he  
  
wipes blood from his mouth. A sharp metal object,  
  
bat-shaped, similar to the design of the glider is  
  
protruding from his chest. He slumps over dead.  
  
GANGSTER 5  
Hey!, he owed me money...  
  
MACENDALE  
Shut up Munson!  
(to the Goblin)  
So "tough guy", you wanna play  
rough do ya?...Alright, have it  
your way. Get him boys!  
  
As the gang closes in, Macendale lunges at the Goblin in an  
  
attack with some sort of baton. With one slight stroke a  
  
green scaled arm swipes the air and Macendale is limply  
  
flying across the room. He slams in to a wall unconscious...  
  
Gunfire ensues, but the creature on the glider moves with  
  
incredible speed and agility, effectively moving about,  
  
dodging every attack. Zooming around and cackling madly, he  
  
pauses to reach in to his bag, producing a sphere, just  
  
slightly larger than a golf ball.  
  
With a flick of his thumb, he appears to pull a "pin". And  
  
the sphere expands to the size of a grapefruit, orange in  
  
with an an eerie smoke oozing at the top. The Goblin  
  
hurls it and it explodes knocking out 2 more of the men. He  
  
whirls around, continuing to dodge fire while hurling waves  
  
of more nasty "PUMPKIN" BOMBS.  
  
GREEN GOBLIN  
Anyone else want to die today? I'd  
rather not lose any more "good"  
men.  
  
He laughs and reaches into his bag.  
  
SPIDER-MAN (O/S)  
Think you can "lose" _me_ pickle  
face?  
  
GREEN GOBLIN  
(turning around)  
Ehhhhh?  
  
Spider-Man fires a web-line and swings down in the Goblin's  
  
direction.  
  
56.  
  
The Goblin smiles wickedly.He brings his hand upward and  
  
points at the hero. A blinding array of sparkling energy  
  
erupts from his finger-tips hitting Spider-Man just below  
  
the neck. In sudden blinding pain he loses his web-line and  
  
hurls to the ground with a thud. The Green Goblin laughs.  
  
Cackling as he fixes his gaze once again on the gang, he  
  
notices the expression upon the men's faces shift slightly  
  
from fear to awe.  
  
At this moment a door bursts open and more gang members  
  
arrive with automatic weapons.  
  
The Goblin rises in the air on his glider and hurls an array  
  
of pumpkin bombs at the newly arrived reinforcements.  
  
GREEN GOBLIN  
Bah! I shall away for now...but  
soon you will bow and serve your  
master... as will all the scum of  
this city! HAHAHAHAHAHAHAHA!  
  
He flies toward/out the window he came through.  
  
GREEN GOBLIN (cont.)  
You will regret interfering with my affairs... Pity you may not  
LIVE to regret it! AH  
HAHAHAHAHAHAHAHA!  
  
He speeds away on the Glider leaving a trail of wispy white  
  
smoke behind him.  
  
Spider-Man gathers himself and springs upward through the  
  
skylight, as gunfire chases him. He fires a web-line and  
  
darts up in to the night sky...

EXT. OVER NY CITY - NIGHT  
  
After chasing the Goblin in to the heart of the city,  
  
Spider-Man grabs a flag pole, swinging around it 3 times and  
  
with the momentum gathered, springs himself up and over the  
  
Goblin, landing on the villain's back.  
  
GREEN GOBLIN  
What are you doing you fool? My  
glider may not support the added  
weight. You'll kill yourself.  
  
(MORE)  
  
57.  
  
GREEN GOBLIN (cont'd)  
  
SPIDER-MAN  
At least I'll take you down with  
me.... lunatic.  
  
he attempts to choke hold the raving mad man.  
  
GREEN GOBLIN  
(cackles)  
I've already died... once _meddler_.  
Not so enjoyable. I do not plan on  
repeating it. You on the other  
hand...  
  
The Goblin elbows Spider-Man in the gut and then flips him  
  
over in front of him on the glider, like a rag doll before  
  
blasting him with more sparkle ray.  
  
GREEN GOBLIN (cont.)  
I must recommend the slow painful  
way...  
(laughter)  
  
Spider-Man is stunned and for just a second blacks out as he  
  
plummets from the glider. He regains his senses, does a  
  
somersault in the air and comes up firing a web-line that  
  
fastens firmly to its target; the Goblin's glider.  
  
GREEN GOBLIN  
(sincerely)  
Impressive. But you didn't strike  
me as the type who would  
appreciate being taken for a ride.  
(laughs)  
  
Spider-Man looks down, holding on desperately to his web as  
  
the Goblin begins to ascend... higher. The Goblin, clearly  
  
enjoying the game, dashes around side to side wildy,  
  
thrashing the Web-slinger about like the tail end of a whip.  
  
He is merely toying with him, though, as with but one  
  
razor-bat he could easily slice through and free his machine  
  
from the hero's web.  
  
58.  
  
GREEN GOBLIN  
(still laughing   
wildly)  
You seem a little bored back there  
Spider-Man. Here's some toys to  
play with.  
  
He hurls a rapid succession of 3 pumpkin bombs behind him  
  
which explode around Spider-Man, one charring his costume  
  
around the shoulder.  
  
SPIDER-MAN  
(looks up)  
Sheesh.  
  
GREEN GOBLIN  
Going..._down_?  
  
Laughing madly, the Goblin begins a rapid dive and speeds  
  
into one of the concrete canyons of the city.  
  
He accelerates downward, sharply, and then makes a direct,  
  
almost 90 degree turn on a dime, slinging Spider-Man  
  
violently in to the side of a building.  
  
SPIDER-MAN  
Unnnnngh!  
  
He lets go of the Web, and begins to fall...  
  
GREEN GOBLIN  
Happy landings Spider-Man!  
  
Flies off cackling.  
  
Spider-Man plummets toward the traffic below. He uses his  
  
amazing grip to try to stick to the building, but he is  
  
falling too fast... it merely slows his fall. Instinctively,  
  
the right hand reaches out and the fingers  
  
compress....nothing...  
  
SPIDER-MAN  
Great!  
  
59.  
  
With just seconds to spare he reaches around with his left  
  
hand, and manages just enough web fluid to snag the corner  
  
ledge of a building.The webbing holds...the concrete does  
  
not. Crumbled bits break off the ledge, and though his  
  
descent is slowed further, Spider-Man continues to fall.  
  
SPIDER-MAN  
Oh boy!  
  
He tears through an awning and attempts to grab, one of the  
  
poles, wincing in pain as his shoulder is sprained. The pole  
  
breaks bringing the awning and Spider-Man down on to the top  
  
of a NY City Cab. He peers out from under debris from the  
  
awning.  
  
SPIDER-MAN

Ow. That's going to leave a mark.  
  
CABBIE  
(angry)  
Hey! look what you did...you bum.  
Get off my ride. Geez...why does  
this kind of crap always happen to  
me?  
  
SPIDER-MAN  
(sarcastically)  
Yeah, ...I aimed right for your  
car AFTER I was knocked out of the  
sky trying to save the city from  
the latest evil "man in tights"...  
Sorry buddy.  
  
The cabbie drives off, giving Spider-Man the finger, as he  
  
pulls away. Spider-Man shakes his head and walks off in to  
  
the night.  
  
Spider-Man walks off, brushes shoulder and looks to sky.  
  
60.  
  
SPIDER-MAN  
(looking up)  
That cuts it mister...YOU SMUDGED  
MY SUIT! ...Swell...  
(to self)  
Hey, I wonder if there's a  
super-hero dry-cleaners...  
  
He continues to walk in to the distance, reaching for his  
  
belt and then adjusting his wrist.(He changes web  
  
cartridges) Then, with a THWIP and a spring upward, the  
  
thankless hero vanishes in to the darkness.

INT. FOREST HILLS (PARKER HOME) - DAY  
  
Peter,wearing a T-shirt and pajama bottoms takes down his  
  
costume, that he has apparently hung to dry after washing, .  
  
He seems content with himself at this accomplishment,  
  
sniffing it slightly and holding it up to his neck , while  
  
looking in the mirror, before gently tossing it on the bed.  
  
CUT TO:  
  
KITCHEN  
  
Aunt May is cheerfully working around the stove. Peter walks  
  
in now fully dressed.  
  
AUNT MAY  
Good morning dear  
(gasps)  
Peter...You look awful. Are you  
sick?  
  
PETER  
(yawns)  
Just tired Aunt May.... up late...  
_studying_.  
  
61.  
  
AUNT MAY  
Here you go dear. I made you some  
wheat cakes, and some bacon. Your  
Uncle Ben sure did love his bacon.  
Got to fatten you up. Wouldn't  
want you looking puny when you  
finally meet my friend's niece.  
  
PETER  
I really don't like that  
word..._puny_. I prefer... lean.  
  
AUNT MAY  
Sorry dear. And oh... she's just  
the sweetest thing. I can't wait  
for you to meet her. I'm going to  
invite Anna and her over for dinner soon.  
  
PETER  
(doubtful)  
I'm sure she is Aunt May, but...  
er... gotta run, going to be late.  
  
Peter drinks down a glass of orange juice, grabs wheat cake  
  
and bacon in a napkin and gets up to leave.  
  
PETER (cont.)  
Bye pretty lady.  
(kisses her on the   
head)  
Don't enter any beauty contests  
while I'm gone OK? Wouldn't want  
to miss your crowning.  
  
He leaves her smiling...  
  
INT. THE DAILY BUGLE (JAMESON'S OFFICE) - DAY  
  
JAMESON  
Let me get this straight Parker.  
You're there, at the warehouse...  
Spider-Man is organizing a gang.  
Some other costumed freak barges  
in.. tries to stop it...and most  
of all... oh yeah... NO  
PICTURES!!?  
  
62.  
  
PETER  
No...I mean yes, I wasn't able to  
snap any pics, but no, Mr Jameson,  
The Syndicate was organizing, when  
some goon who, I don't know, calls  
himself "The Goblin" or something  
busts in, knocks a couple of guys  
out and proceeds to try and take  
control of the gang. Spider-Man  
just tried to stop him.  
  
JAMESON  
"GOBLIN"? What do you take me for  
Parker? You think I just fell off  
the pumpkin truck? I know I'm  
going to regret this but just what  
did this goblin character look  
like.  
(sarcastically)  
Did he have little magic bag with  
lucky charms?  
  
PETER  
Well, sir, it was dark...hard to  
tell. But he was dressed up in  
some kind of medieval garb...and  
  
JAMESON  
And what?  
  
PETER  
Well, his face,his skin...it was  
all green.  
  
JAMESON  
Parker! I 'm too old for fairy  
tales. I need pictures, you know  
(mockingly slow)  
p-h-o-t-o-gr-a-p-h-s... the little  
square thingys I pay you for? And  
you're wasting my time telling me  
about little "_GREEN GOBLINS_"? Just  
what we need; another costumed  
freak in a mask running around  
stickin' his nose everywhere,  
causing trouble. And Leeds! Where  
the hell were you?  
  
63.  
  
LEEDS  
(slightly   
embarrassed)  
Got nabbed on the way. Some one  
musta known what I was up too. Hit  
me over the head and made off with  
my file.  
  
JAMESON  
Boy..you two are something. No  
story, no pictures. Miss Brant!  
Get me Laurel and Hardy on the  
phone. Maybe they can get me a  
story. You yahoos come back when  
ya got something concrete. Hell,  
I'll settle for tissue paper at  
this point.  
  
PETER  
Yessir.  
Peter and Ned walk out of Jameson's office.  
  
LEEDS  
(sarcastically)  
OK, that went well.  
  
PETER  
(surprised)  
You mean, you weren't there?  
  
LEEDS  
No, got crossed up on my way. I  
told you Pete, these guys are  
serious. I'm probably lucky to get  
away with just a bump on the neck.  
(chuckles)  
I've had worse. Now... tell me  
more about this "Goblin"  
character. Never heard of him.  
Must be someone new.  
  
64.  
  
PETER  
(suspicious look)  
I don't know. But he sure gave  
Spider-Man one heck of a run. Had  
all sorts of incendiary devices  
and attack gadgets. Did get a  
pretty good look at the ringleader  
leader though. Nasty looking guy,  
dark, with piercing blue eyes.  
  
LEEDS  
That would have to be Jack  
Macendale... Special Ops Vet, and  
mob assassin. Reports directly to  
the Kingpin's #1 Lieutenant.  
  
PETER  
Well, this new guy tossed him  
aside like he was nuthin'.  
And...one more thing. About what  
Jameson said...about "masked  
freaks".  
  
LEEDS  
(intrigued)  
Yeah? What about it?  
  
PETER  
(serious)  
I'm not sure he was _wearing_ a  
mask.  
  
CUT TO:

INT. OSBORN MANSION - DAY  
  
Harry walks in to his father's den, seeing Norman lying on  
  
the floor unconscious/asleep, (which is strange because  
  
Norman is usually up and dressed, and hard at work by this  
  
time of the morning.)  
  
HARRY  
(concerned)  
Dad?  
  
OSBORN

(groggily)  
Where...what...Harry?  
  
(MORE)  
  
65.  
  
OSBORN (cont'd)  
  
HARRY  
Dad, are you alright? What's the  
matter?  
  
OSBORN  
(disoriented)  
I-I...must of fell asleep. STRANGE  
dream.  
  
Worried Norman has gone on a drinking binge, Harry lifts him  
  
father to his feet.  
  
OSBORN  
I'm fine Harry.  
  
He brushes his son's gesture off and sits down on leather  
  
couch.  
  
HARRY  
You don't look fine Dad.  
  
OSBORN  
M-maybe you're right son. Tell you  
what, I 'll call DR HAMILTON later  
this morning. He'll know what to  
do. Maybe he can prescribe me  
something...Something to help calm  
me, help me sleep. But, I'll be  
alright. I promise. Pressures at  
work...that's all.  
  
HARRY  
You went back too soon, after the  
accident, I mean...didn't have  
time to fully recover.  
  
OSBORN  
Nonsense. I'll be...I mean I am  
alright. Just one drink too many  
last night, perhaps...  
  
66.  
  
HARRY  
Yeah, um, about the drinking...  
Dad, I already lost Mom. I don't  
wanna lose you... too.  
  
OSBORN  
Harry, don't talk like that.  
You're not going to lose me. We're  
pals...remember? We gotta stick  
together.  
  
Norman stretches and pops back strangely, turning his neck  
  
with a CLICK.  
  
Harry smiles reluctantly. Norman gets up and seemingly is  
  
perfectly alright.. suddenly bright, cheery and alert.

EXT. NY CITY (BUILDING ROOFTOP) - NIGHT  
  
We see a hand (there's a compact sort of band around the  
  
wrist)applying a red glove, then Peter Parker. He looks at  
  
watch, before putting on other glove and then pulls the  
  
Spider-Man mask over his face and fires a web-line.  
  
CUT TO:  
  
INT. MOREL'S COFFEE SHOP/CAFE  
  
Gwen is Sitting at table reading a book. She is wearing a  
  
pair of reading glasses.  
  
CUT TO: EXT.  
  
Spider-Man swinging across the city, on his way to meet  
  
Gwen. (He is obviously already late).  
  
SFX: SPIDER-SENSE  
  
LADY (O/S)  
(screams)  
  
SPIDER-MAN  
(to himself)  
Aww, man. Not now..  
(hesitates)  
  
67.  
  
CUT TO: INT  
  
Gwen looks at her watch and continues reading  
  
CUT TO: EXT.  
  
Spider-Man is clinging to the side of a wall, holding a  
  
mugger by the collar of his jacket.  
  
SPIDER-MAN  
Now I want you to think about what  
you've done young man, and  
apologize to the lady.  
  
MUGGER 2  
(surprised)  
Hunh?  
  
SPIDER-MAN  
Go on... do it.  
  
MUGGER 2  
(embarrassed)  
Err... sorry lady.  
  
SPIDER-MAN  
(seemingly   
satisfied)  
Good.  
  
Comical moment as the thug dangles ,staring at Spidey with a  
  
sheepish grin and shrugs.  
  
MUGGER'S POV:  
  
SPIDER-MAN (cont.)  
Nighty Night.  
  
He rears back and knocks the thug cold.  
  
DISSOLVE  
  
INT. MORELS CAFE - NIGHT  
  
Peter walks in.  
  
68.  
  
GWEN  
(mock angry)  
You're LATE Mis-ter Parker.  
(mock angry)  
  
PETER  
Funny, you sound just like  
Professor Warren.  
(mischievously)  
Don't suppose you'd buy  
FASHIONABLLY late, would ya?  
  
Peter finds himself gaining a little confidence with each  
  
passing moment.  
  
GWEN  
(coy)  
Hmm..maybe. Are you always late?  
  
PETER  
(right back to  
awkwardness)  
I.. uh...  
  
Luckily Peter is "saved by the bell", as his bumbling  
  
response is interrupted by the ring of a cell phone.  
  
Gwen reaches in her purse and answers it.  
  
GWEN  
Hello?  
(mood changes)  
Oh hi daddy. I'm studying. Yes,  
I'll be home shortly. Talk to you  
later.  
(pauses)  
Yeah, me too. alright, yes, OK,  
Bye.  
  
Peter watches, just taking in the moment of seeing this  
  
"personal" side of Gwen, which makes him think of his own Aunt.  
  
Maybe Harry was right...even Flash too. Perhaps they do have  
  
A LOT in common.  
  
GWEN  
Sorry...my dad.  
  
69.  
  
PETER  
No problem. Everything OK?  
  
GWEN  
(distantly)  
Yeah, fine.... Now where were we?  
  
PETER  
I believe we were about to delve  
into the fascinating world of  
bio-chemistry.  
  
GWEN  
Not so fast Mr Parker.  
(playfully)  
I believe you were about to tell  
me how sorry you were for being  
late and that you would never let  
it happen again.  
  
PETER  
Right...never again. A pretty lady  
like you should not be kept  
waiting.  
  
GWEN  
(giggles)  
Why Peter, you CAN be charming.  
  
PETER  
(grinning)  
Was there some _doubt_?

EXT. STREET P.O.V. (THROUGH WINDOW)  
  
We see Peter and Gwen smiling and interacting through the  
  
window of the cafe.  
  
INT. SILKWORTH'S PENTHOUSE - NIGHT  
  
The Man known as The Arranger walks in to his fancy top  
  
floor apartment, throws his coat on the couch and goes to  
  
pour himself a drink.   
  
He lights a cigarette and walks in to his office/study.  
  
When he flips on the light he is startled to see The Green  
  
Goblin is sitting at his desk.  
  
70.  
  
SILKWORTH  
(drops drink)  
Wha... Who?.  
  
GREEN GOBLIN  
(evil chuckle)  
Greetings, Mr Silkworth, or should  
I say... _Arranger_? Welcome home.  
  
SILKWORTH  
(surprisingly calm)  
How did you get in here?  
  
GREEN GOBLIN  
Not important...but I find windows  
to be quite... accommodating,  
don't you?  
  
Silkworth looks across the room at the jagged hole that had  
  
been his window.  
  
SILKWORTH  
(astounded)  
No...impossible. Not at this  
height.  
  
GREEN GOBLIN  
(laughs)  
Don't concern yourself with  
matters you cannot comprehend my  
dear fellow. Listen, I'd love to  
chat, but I am here on business.  
  
SILKWORTH  
You have got my attention. I'll  
give you that.  
(pauses)  
Very well. Say what you will and  
then get out. What is it you want?  
  
GREEN GOBLIN  
I'd...say... its more about what  
YOU want "Mr Potsworth".  
  
71.  
  
SILKWORTH  
Listen, I don't have time for  
games. I'll...  
  
GREEN GOBLIN  
(looking at desk   
phone)  
You'll...what?  
  
SILKWORTH  
(boasting)  
I can have men up here in less  
than 20 seconds.  
  
The Goblin pauses, and leans forward, this time no cackling.  
  
GREEN GOBLIN  
(cold serious)  
But...you'll be dead by then.  
(evil smile)  
Surely, by now, you've heard about  
my little demonstration down at  
the warehouse.  
  
He notices Silkworth looking at the lower part of the desk.  
  
GREEN GOBLIN (cont.)  
Ahhh...can't quite reach this can  
you? Well here let me help you!  
  
The Goblin reaches down and pushes a panic button under the  
  
desk. In seconds, 3 men in black suits are in the apartment  
  
and burst in to the room. With a wave of a gloved hand 3  
  
"razor-bats" are launched and each meets its target  
  
respectively, leaving three men lying on the floor...dead.  
  
Silkworth is a powerful man, but he knows when he has been  
  
bested. He looks at the dead men on the floor.  
  
SILKWORTH  
(restrained rage)  
I think you've made your point.  
  
GREEN GOBLIN  
Good. Now we can help each other.  
Lets cut to it-- ooh poor choice  
of words given the current state  
of our guests, wouldn't you say?  
  
(MORE)  
  
72.  
  
GREEN GOBLIN (cont'd)  
Excuse me. Sometimes I kill before  
I speak.  
(Looks at the dead   
men and cackles)  
Look, You want Osborn. Well, I can  
guarantee him. And what's the  
catch you ask? Simple. In  
return...  
(clenches fist and   
voice lowers)  
I want Jack Macendale's position  
in "The "Company", and control of  
his gang.  
  
SILKWORTH  
(hearty laugh)  
Don't be ridiculous. What makes  
you think I need you to get  
Osborn? And what sort of  
connection do you have with him  
anyway?  
  
GREEN GOBLIN  
I was once underneath  
his...employ. We parted on not the  
friendliest of terms, but have  
since... COMBINED our efforts once  
more. More of an equal  
partnership.  
  
Silkworth looks at the grinning gargoyle suspiciously, as if  
  
he recognizes him.  
  
SILKWORTH  
(wonders aloud)  
Stromm?!  
  
GREEN GOBLIN  
No... _Goblin_. Mendell Stromm is  
quite dead, I assure you, or so  
I've heard.  
(cackles)  
Frankly, I plan on double-crossing  
Osborn. It troubles me not so long  
as I get what I am after. Oh, and  
as a bonus... I'm offering  
something extra to sweeten the  
deal.  
  
73.  
  
SILKWORTH  
And that would be...?  
  
GREEN GOBLIN  
(grim)  
  
Spider-Man's head on a platter.and when I do that, there's not a  
crook in this City who won't  
declare allegiance to me. He's  
caused each and every one of us  
misery in some form or another.  
And want to know the best part?  
(laughs)  
The media... the public will love  
me for it.  
  
He agilely hops over and up on to what's left of the window  
  
seal, with one leg still planted on the floor  
  
GREEN GOBLIN  
The train is leaving ole boy. You  
can either catch a ride...or  
well... I think you get the  
picture. Its your choice. Oh, and  
do give my regards to your boss.  
(more cackling)  
  
The Goblin leaps out of the window, and lands on his  
  
hovering glider, that has been waiting just outside,(this we  
  
are to assume is how he was able to go in and out of  
  
Stromm's hotel room) then flies off laughing, leaving a now  
  
familiar trail of smoke in his wake.  
  
The Arranger looks on in a combination of horror and  
  
disgust.

INT. EMPIRE STATE UNIVERSITY (WARREN'S ROOM) - DAY  
  
PROFESSOR WARREN  
(Turns around)  
That's right Parker. Well done.  
You got a 96…. However, top honors  
go to Miss Stacy, with a 98. And  
by the way, she was here when class  
started.  
  
We see a look of pride on Gwen's face.  
  
74.  
  
PETER  
(happy for Gwen)  
Y-yessir, I'll try and work  
harder.  
  
PROFESSOR WARREN  
I _KNOW_ you will, You'll be joining  
Dr Connors in the lab an extra  
hour on Thursdays until you learn  
to be on time.  
  
PETER  
Y-YESSIR. I understand.  
(still beaming.)  
  
PROFESSOR WARREN  
Ok, folks that's it for today. I  
will see you all on Wednesday.  
Remember I'm in my office all day  
tomorrow, if anyone has any  
questions, or needs my assistance.  
  
The crowd of students pack out and Gwen rushes up to Peter.  
  
She is so happy with her grade she doesn't even mention his  
  
tardiness.  
  
GWEN  
Oh Peter, I think the other night  
really helped. Thank you.  
  
HARRY  
(surprised)  
The other night? Something you two  
aren't telling me? Something I  
should know about?  
(grins)  
  
75.  
  
PETER  
Naw Harry, I jus…we, I mean we  
helped each other study for the  
midterm. But I'm thinking Gwen  
helped me more than I helped her..  
  
GWEN  
Oh, I'm not so sure about that,  
but thanks.  
  
HALLWAY  
  
GWEN (cont.)  
You know Peter…I've been thinking…  
  
HARRY  
Uh…oh…  
  
GWEN  
Very funny Harry.  
  
PETER  
(uneasy)  
Y-eah?  
  
Before Gwen can answer, Peter is suddenly shoved aside by  
  
one Flash Thompson who has suddenly walked up.  
  
FLASH  
Watch it geek. You bumped into me.  
  
PETER  
(humbly)  
Uh, sorry, Flash  
  
76.  
  
FLASH  
(to Gwen)  
Hiya babe.Good news. I've decided  
to forgive ya. Why don't we go  
celebrate and get a burger or  
somethin'.  
  
GWEN  
I don't think so Flash.  
  
FLASH  
(angry)  
Why not? What?... Got some more  
studying to do with nerdly here?  
  
HARRY  
Flash…lay off.  
  
FLASH  
Oh yeah? Why should I? Studying is  
one thing, but Parker's been  
makin' time with my girl…and I'm  
getting a little sick of it.  
  
GWEN  
I told you Flash. I'm not your  
girl. I'm not _anybody's_ girl.  
  
PETER  
(speaking up)  
Flash, why don't you lighten up?  
  
FLASH  
(mad)  
Lighten up?  
(slams fist into   
locker)  
Who asked you dweeb?  
  
77.  
  
PETER  
(showing backbone)  
I believe that's what I said. Do  
you need an English translator or  
something?  
  
HARRY  
Pete—  
  
PETER  
(getting angry)  
No its alright Harry. I'm sick of  
bird brain here, pushing me around  
and treating Gwen like she's somekind of… property.  
  
Gwen looks on in reserved admiration. She is seeing yet  
  
another side of Peter Parker. Actually everyone is.  
  
FLASH  
(surprised)  
What did you just say to me?  
  
PETER  
I said:  
(mockingly slow)  
Why…don't…you…l-l-lighen …up?  
  
FLASH  
(frowns)  
Thats it smart ass.  
  
PETER  
Oh yeah,?  
  
FLASH  
(hesitates)  
Uh… yeah.  
  
78.  
  
HARRY  
(laughs at Flash)  
That was a real good comeback…but  
dudes…listen… calm down.  
  
Flash is not really to anyone standing up to him,  
  
especially Peter Parker  
  
PETER  
I'm calm, why don't you talk to  
"flame head" here?  
  
GWEN  
(interrupting)  
Boys!  
  
In a rage, Flash lunges at Peter, but he easily evades the  
  
move and Harry jumps in between and at temps to break up the  
  
tussle.  
  
HARRY  
C'mon guys, not here…not now.  
  
FLASH  
(hesitantly)  
Alright, but sometime … somewhere…  
Parker. Your ass is mine.  
  
PETER  
(sarcastically)  
Ok, but I didn't know you cared.  
(grins)  
  
FLASH  
(looks at Gwen)  
Your loss sweetheart. See ya  
around. You know what? You two  
bookworms DESERVE each other.  
(walks off in a   
huff)  
  
79.  
  
HARRY  
(sensing   
"something")  
Uh. Listen guys, I gotta run too.  
(lies)  
The old Man and I are …maybe going  
to catch a game tonight. Later  
  
PETER  
Yeah, see ya around Harry.  
  
GWEN  
Bye Harry  
  
Awkward moment of silence.  
  
PETER  
(with new found   
courage)  
Gwen...  
  
GWEN  
Yes Peter?  
  
PETER  
(directly)  
Would you, uh… have dinner with  
me?  
  
GWEN  
(slightly shocked   
but pleased)  
Why…Lil ole me? Dinner with the  
mysterious Peter Parker?  
  
PETER  
(going for broke)  
Yeah...dinner, you and me. Whattya  
say?  
  
GWEN  
(pause)  
I'd love to.  
  
PETER  
(on top of the   
world)  
  
(MORE)  
  
80.  
  
PETER (cont'd)  
I'll pick you up. Well maybe not  
in a Corvette...  
(referring to   
Flash's car)  
but I'll walk ya and we can catch  
a cab together  
  
GWEN  
(teasing)  
Oh my, I do feel like a princess.  
As long as the cab doesn't turn in  
to a pumpkin, it's a date.  
  
PETER  
(blushes)  
Aw Stop it. What do you say…7:00  
"sharp".  
  
GWEN  
I can hardly wait Mr Parker.  
  
The two walk off down the hall… TOGETHER...

EXT. NY CITY: DAY - FIFTH AVENUE SHOPPING DISTRICT - DAY  
  
ABOVE  
  
An armored van turns the corner and enters a busy midtown  
  
Manhattan street  
  
STREET LEVEL  
  
Captain Stacy and his daughter Gwen are walking along a  
  
crowded sidewalk in the upscale Fifth Avenue shopping  
  
district.  
  
CAPTAIN STACY  
Hey, why don't we duck in here for  
a cup of coffee.  
  
GWEN  
(laughs)  
Ohhh you're a real shopper. We've  
  
(MORE)  
  
81.  
  
GWEN (cont'd)  
been at this less than 20 minutes  
and already, you're in need of a  
break.. Better save your strength.  
I still want to see the terracotta  
exhibit at The Met..  
  
CAPTAIN STACY  
(fearful look)  
The… art… museum? How much can an  
old man endure? .  
(chuckles and   
motions toward   
the door)  
They got the best doughnuts in  
town in here.  
(pause)  
_What_? I'm a cop.  
(devilish grin)  
  
She gives him a cool look, as he opens the door for her and  
  
ushers her in to the bakery.  
  
CUT TO:  
  
ABOVE: ARIEL P.O.V.  
  
Armored van now turns on to 5th Avenue. driving past the  
  
coffee shop. (We can see Gwen and her father sitting outside  
  
at a patio table). Almost immediately, without warning, two  
  
huge blasts erupt on both sides of the van, and it careens  
  
off  
  
course and onto a sidewalk, crashing in to a shop window  
  
just past the café. People stop to look, at the action. In  
  
to the clear bright sky, The GREEN GOBLIN appears on his  
  
glider, hovering several stories above the middle of the  
  
crowded busy street, igniting the fear and uncertainty  
  
already gathering below.  
  
He flies down to street level, hopping off his glider and  
  
leaps toward the conquered Van. People are running and  
  
scattering in mass confusion and fear, at the sight of him.  
  
The Goblin pulls from his shoulder satchel one of his  
  
incendiary devices, and easily dispenses with the heavy  
  
metal entrance to the back of the van.. He methodically  
  
tosses bags of money, into a large pile that sets near his  
  
waiting glider.  
  
Captain Stacy, and Gwen crouching in a corner in front of  
  
the café with him covering her, from the danger.  
  
82.  
  
CAPTAIN STACY  
Stay here…  
  
GWEN  
(frightened)  
  
Where are you going?  
  
CAPTAIN STACY  
(firmer)  
Get down!  
  
Seeing a side of her dad that she's not used to seeing, yet  
  
she knows exists and abhors, Gwen offers no resistance. The  
  
Captain, reaches for a cell phone and quickly makes a call  
  
for assistance. Sirens are Aleda filling the air.  
  
Meanwhile The Goblin is airborne once again and the sounds  
  
of exploding stun bombs echo off the city walls.  
  
GREEN GOBLIN  
(cackling)  
Yes…run…RUN from me! Where is your  
"hero"? Where is he to "save" you  
now. Where is Spider-man!?  
(laughing and more   
explosions)  
  
SPIDER-MAN (O/S)  
(from ledge above)  
Right here sweetheart.  
  
ABOVE  
  
SPIDER-MAN (cont.)  
But uh, couldn't you have just  
text messaged me?... Or did you  
lose my number again?  
(mock disgust)  
  
83.  
  
GREEN GOBLIN  
(pleased)  
Ahhhh… gooood. Our guest of honor  
has arrived..…. finally Now the  
fun can rrreally begin.  
  
Before Spider-Man, can get close enough to the Goblin for an  
  
attack, he is faced with a barrage of bombs , and uses his  
  
amazing speed and agility to avoid them.  
  
SPIDER-MAN  
(sarcastically)  
I don't know who you are Goblin,  
but one thing's for sure…You're  
not an ex- major league pitcher.  
  
GREEN GOBLIN  
Your pathetic wit is surpassed  
only by your insolence  
Web-Slinger.  
  
He fires a sparkle ray beam, which Spider-Man dodges with  
  
yet another acrobatic move.  
  
SPIDER-MAN  
You caught me by surprise with  
your kiddy sparklers before  
"Gobby", but not this time.  
  
GREEN GOBLIN  
(cackles)  
Fool! The Goblin's weapons are  
many!  
  
He reaches in his bag and hurls an array of razor-bats at  
  
Spider-Man, who manages to dodge, for the most part, but is  
  
still nicked here and there.  
  
GREEN GOBLIN  
(cackling)  
That ought to keep you busy for  
the moment. Quite efficient are  
they not?  
  
Spider-Man is driven to the ground, attempting to defend  
  
himself from the cutting razors.  
  
84.  
  
GREEN GOBLIN  
(looking around)  
Why don't we make this little game  
more interesting?  
(spots Gwen)  
  
SPIDER-MAN  
(to himself)  
Oh God… no...  
  
GWEN'S P.O.V.:  
  
The Goblin swoops in...  
  
END OF POV:  
  
The Green Goblin dives down and snatches a young lady (NOT  
  
Gwen) from the crowd, ascending back up as she screams.  
  
GREEN GOBLIN  
Time to learn what kind of man you  
are …hero HAHAHAHHA!  
  
SPIDER-MAN  
(alarmed)  
No!! Look...What is it you want?  
Obviously, you're not in it for  
the money.  
  
Captain Stacy looks on nervously.  
  
GREEN GOBLIN  
(cackles)  
How much clearer must I be?…I want  
you. You should not have  
interfered with my plans  
Spider-Man. I had no quarrel with  
you, but now… I am interested  
settling things, once and for all.  
Just you and me. . Surrender  
yourself!…or else…little pretty  
here takes... a "DIVE."  
  
GIRL  
(screams)  
No! Help me! Pleeeease!  
  
SPIDER-MAN  
Let her go Goblin!  
  
85.  
  
GREEN GOBLIN  
(cackling)  
As you wish…  
(drops girl)  
  
Spider-Man leaps to save the falling girl, which he does,  
  
with super-speed just before she hits the ground. As he  
  
lands her safely, the Goblin breaks off a rooftop chimney in  
  
an incredible feat of super strength, and hurls it at  
  
Spider-Man. With a leap, the hero is able to dodge it, but  
  
the debris is hurdling straight for...Gwen.  
  
CAPTAIN STACY  
NO!!!!  
  
The Captain lunges forward to push her out of the way, and  
  
does… himself just barely missing being crushed. His  
  
momentum carries him in to a wall. Doing his best to shield  
  
his daughter, he is stunned.  
  
SPIDER-MAN  
(leaping over)  
You two alright?  
  
CAPTAIN STACY  
Unnngh....Yeah…I think so.  
S-spider-Man… You've… got to stop  
him  
  
SPIDER-MAN  
I know. Don't worry sir, I intend  
to.  
  
He looks over at Gwen, who is near shock.  
  
The Green Goblin continues to fly around, cackling,randomly  
  
tossing his terrible grenades.  
  
SPIDER-MAN  
Alright laughing boy… your bill  
just came due.  
  
GREEN GOBLIN  
(feigning fear)  
No…. no... it can't end like  
_this_...  
(mocking voice of  
  
(MORE)  
  
86.  
  
GREEN GOBLIN (cont'd)   
  
a sad child)  
  
So easily... I 've worked too hard.  
(reaches into bag   
and pulls out a   
small capsule)  
AH HAHAHAHAHAHAHAHA!  
  
After a flick of the thumb, it begins to smoke and he lobs  
  
it at Spider-Man. It floats in the shape of a small ghostly  
  
jell-like cloud that explodes in the hero's face. There is  
  
no immediate effect but as he will soon learn it is a form  
  
of tranquilizer, designed to dull the senses, and more  
  
importantly his spider–sense.  
  
Spider-Man, caught off guard, attempts to back away, but  
  
instead catches the full force of the Goblin's "GAS GHOST".  
  
Suddenly weakened, he leaps to the side of a building,  
  
barely able to cling to the wall, before dropping to a  
  
ledge. (much like a spider that has been sprayed with a can  
  
of Raid.)  
  
The Goblin surprises him from the side and, with his fist,  
  
lays a fierce blow under the hero's chin.. Spider-Man tries  
  
to fire a web-line, but one razor-bat tossed by the Goblin  
  
makes quick work of it, and he helplessly falls to the  
  
ground, unconscious. The crowd gasps as the still body of  
  
the hero lies in the street. Cackling, The Goblin flies down  
  
and leaps off his glider.  
  
GREEN GOBLIN  
Too easy  
(Looks into the   
crowd)  
Fear not!. I am simply ridding  
this city of the menace that is  
Spider-Man once and for all. I  
meant none of you any...harm, of  
course  
(cackles)  
And really I must apologize for...  
the mess.  
  
Captain Stacy is holding Gwen, and looking on helplessly, as  
  
The Goblin picks up Spider-Man, slings him over his  
  
shoulder, and dodging gunfire, he flies away on the  
  
Glider....  
  
CAPTAIN STACY  
Easy dear, Everything's gonna be  
alright. Its OK.  
  
87.  
  
GWEN  
(still shaken)  
Yes…I'm OK Daddy. Just glad you  
were here...what was that ..that  
_thing_?  
  
CAPTAIN STACY  
I don't know sweetheart, but its  
pretty clear to me that Spider-Man  
was trying to stop him.  
  
He looks at the pile of money from the van, convinced it was  
  
not money the Goblin was after.  
  
GWEN  
How do we know they  
aren't..involved somehow…working  
together?  
  
CAPTAIN STACY  
I just… know. Now, c'mon , let's  
go home.  
(answers ringing   
cell phone)  
Stacy here…  
(pause)  
Yeah Leeds...  
  
CUT TO:  
  
INT. UNDISCLOSED OFFICE SPACE - DAY  
  
The Goblin lays the limp body of Spider-Man down on table.  
  
GREEN GOBLIN  
(to himself)  
The gas has not lost effect I  
see...Good. You proved to be an  
even easier foe than I  
thought…formidable for most, but  
not for the Goblin.  
(laughs)  
Now…I will waste no more time.  
Let's see just who you are behind  
that mask.  
  
88.  
  
He reaches down and slowly peels off Spider-Man's mask  
  
revealing the face of Peter Parker. But the Goblin is  
  
shocked to see that he is just a "kid". Still not totally  
  
connected with the mind of Osborn, he does not "recognize"  
  
him.  
  
GREEN GOBLIN  
What? The "great" Spider-Man,  
nemesis of all of New York City's  
criminal underworld, a mere… _boy_  
Impossible!  
(pauses)  
Bah! No wonder I was able to  
dispense with him so easily. No  
matter… when the Crime Syndicate  
sees what I have accomplished, all  
of its divisions will yield to  
me…the one who defeated

Spider-Man.  
  
(laughs)

INT. SYNDICATE BUILDING - NIGHT  
  
Hearing noise and commotion from the men outside their  
  
office, The Arranger and Jack Macendale rush out to find The  
  
Goblin is there. He has blasted a hole in the roof and flown  
  
in holding the limp body of Spider-Man.  
  
SILKWORTH  
What's going on out  
here? Ah, YOU. I should have  
expected as much You have _got_ to  
stop blasting holes in my  
property. It is growing tiresome.  
  
89.  
  
GREEN GOBLIN  
(matter of factly)  
As I told you "Potsworth" I have  
defeated Spider-Man. I caught  
him..  
(tosses Spider-Man   
on to the floor)  
now see if you can hold him.  
(looks around)  
You should all know by now The  
Goblin does not mince words. I am  
offering you but this one  
chance... join me…or die.  
  
MACENDALE  
(sarcastic chuckle)  
Impressive freak. But that don't  
give you the right to waltz in  
here and start spoutin' orders.  
  
SILKWORTH  
Now, now Jack, lets not be too  
hasty. He has managed to do what  
no one else has…capture  
Spider-Man.  
  
(smiles slightly)  
  
the least we can do is hear what  
he has to say.  
  
Various shouts from the group of men voicing their support  
  
for The Goblin in light of his accomplishment.  
  
MACENDALE  
But boss!  
  
GREEN GOBLIN  
Wise choice. Now... shall "we"  
pick out my new office or should I  
just make more "holes".  
(reaches in to bag)  
  
SILKWORTH  
You've made your point, Very well,  
Mr... "Goblin".Consider it done.  
This... gang is yours. You and I  
will work out the details later.  
  
MACENDALE  
(in shock)  
  
What???!!!  
  
90.  
  
GREEN GOBLIN  
(laughs)  
Yes, yes we will… discuss it  
later...  
(serious)  
we'll be discussing your new role  
in MY... organization.  
(more cackling)  
  
SILKWORTH  
(chuckles)  
Yours.?  
(sarcastically)  
INDEED.  
  
GREEN GOBLIN  
Yes... "indeed". I defeated and  
captured Spider-Man, easily bested  
your group. Soon all the other  
gangs in NY will follow. Who will  
stop me?  
  
Macendale looks on in disgust.The Arranger stares at the  
  
Goblin with a stoic expression...and yet... a subtle wry  
  
smile hides barely beneath.  
  
GANGSTER 3  
He's right. you all seen what he  
done...what he's capable of.  
Whattya say boys?  
  
A collective shout from the men as Macendale looks on in  
  
astonishment and angry frustration.  
  
CUT TO:  
  
EXT. SYNDICATE BUILDING  
  
We see police cars stealthily pulling up outside warehouse.  
  
Captain Stacy gets out of car, and looks around.  
  
CAPTAIN STACY  
This is it... the address Leeds  
gave us.  
(motions to "move   
out")  
  
CUT TO  
  
91.  
  
INT. STACY HOME  
  
Gwen is waiting for Peter to pick her up for their date. He  
  
is obviously "late", and she is none too happy. She looks at  
  
the clock, takes of her jacket, throws down her purse and  
  
huffily sits down on the couch.  
  
CUT TO:  
  
INT. SYNDICATE BUILDING  
  
Meanwhile two goons have chained up Spider-Man, who we see  
  
is stirring; slowly regaining consciousness. He is bound  
  
about the chest with arms behind his back and also shackled  
  
at the ankles.  
  
GANGSTER 4  
Looks we got him tied up just in  
time. He's startin' to wake up.  
  
GANGSTER 1  
I say we take his mask off..see  
who the weasel really is.  
  
GREEN GOBLIN  
(knowingly)  
You'd be surprised. All in good  
time my dear fellows...  
(more cackling)  
  
For now... It is knowledge that  
belongs to me, and me only…  
(fearsome)  
now back off.  
  
Without hesitation, the men back away like scolded puppies.  
  
MACENDALE  
You're mad.  
  
GREEN GOBLIN  
(cackling)  
You don't know the half of it.  
Jack… I'm surprised at you. Over  
  
(MORE)  
  
92.  
  
GREEN GOBLIN (cont'd)  
your headache so quickly? Or have  
you developed amnesia from that  
nasty little bump on the head?  
Don't worry, I'm rather of fond of  
you, perhaps I will use you... as  
my errand boy.  
  
The Arranger, sensing an opportunity, quickly taps his  
  
collar and gives a nod.  
  
A couple of goons rush the Goblin, and more suddenly burst  
  
through the door. The majority, however stay right where  
  
they are, including one member in particular, wearing an  
  
eye-patch and a stocking cap.  
  
With a sparkle blast , the Goblin quickly rids two thugs of  
  
their weapons. A couple of stun bombs and the rest are  
  
quickly subdued. He floats in the air on his glider like  
  
some ghastly demon (smoke from his bombs surrounds him,  
  
"highlighting" him, accentuating his "presence".) holding  
  
the last resistant with one hand, before tossing him into  
  
the small pile of men he has made...like a dish-rag.  
  
GREEN GOBLIN  
It appears some of you are slow  
learners.  
(Looks at   
Silkworth)  
Bring the Web-Slinger here. I feel  
like celebrating my inauguration  
with…an _unmasking_.  
  
SILKWORTH  
(angry)  
Fool, these aren't your men to  
order around like chess pieces.  
You have no idea who you're  
dealing with.  
  
GREEN GOBLIN  
(taking full   
control)  
Someone kindly shut him up, before  
I do... permanently  
  
Two more men grab Silkworth. Macendale watches and looks  
  
like he wants to make a move but remains frozen.  
  
93.  
Two more men grab Silkworth  
  
GANGSTER 3  
(holding Silkworth)  
Sorry boss, but we're taking  
orders form the Goblin now.  
  
2 other goons are still holding Spidey  
  
GANGSTER 4  
(kicks him)  
Stop struggling punk..you're  
shit-out-of-luck and ya know it.  
  
Suddenly, Spider-Man strains and manages to flex his muscles  
  
just enough to shake the two off, breaking free from their  
  
grasp...  
  
GREEN GOBLIN  
(cackles)  
An admirable attempt… but you're  
only delaying the inevitable  
  
Suddenly, Macendale sees his opportunity to make a move. He  
  
pulls out a pistol and fires a shot in the direction of the  
  
Goblin.  
  
GREEN GOBLIN  
You fool!!!! You nearly hit me  
trying to shoot the Web-slinger  
  
MACENDALE  
That't the idea fright face. I  
wasn't aiming at Spider-Man.  
Already told ya...You're not  
waltzin' in here and and stealing  
my job without a fight..  
  
94.  
  
GREEN GOBLIN  
(mock surprise)  
A fight you say? You want... a  
fight?  
(laughs)  
So be it…  
  
with both hands, he fires blinding sparkle rays at Macendale  
  
knocking him unconscious.  
  
GREEN GOBLIN  
Don't waste my time.  
  
Meanwhile Spider-Man sees his opportunity to lunge out of  
  
the way and try and break free of the rest of his chains.  
  
However he is surrounded by 5 to 6 angry thugs who all want  
  
a piece of the handicapped wallcrawler.  
  
GANGSTER 2  
Get em! He's still restrained. We  
can take him!  
  
The gangsters unleash multiple blows on the hero, as he  
  
continues to struggle against his bonds.  
  
SPIDER-MAN  
Is that all you guys got? Must not  
have eaten your wheaties this  
morning.  
(still absorbing   
blows)  
Hey! Easy there. That one almost  
hurt. Don't you guys ever take 5  
for coffee or something? Thought  
that was a bumbling thug union law  
or somethin'...  
  
Spider-Man continues to resist , but it can only be for so  
  
long, he knows. His arms and legs are still restrained.  
  
Eventually …he will tire. Just when it seems as if things  
  
may have have turned in the crooks' favor…the main door  
  
suddenly breaks open and a group of NY 's finest arrives.  
  
Captain Stacy is with them. He sees Spider-Man chained and  
  
immediately assumes he is not a part of any criminal  
  
activity here.  
  
95.  
  
The crooks scatter, as the room fills with cops. SWAT  
  
officers drop from the ceiling. The Captain makes eye  
  
contact with one mysterious thug with an eye-patch. Quietly,  
  
the Arranger slips in to this office, and escapes through a  
  
panel in the wall. Spider-Man, summoning all of his  
  
strength, takes advantage of the "free" moment to use the  
  
slack he has gathered in his chains to break free. Having  
  
lost sight of the Goblin, he follows the Arranger in to the  
  
office as policemen and gangsters continue to battle all  
  
around.  
  
ABOVE: (IN SHADOWS)  
  
GREEN GOBLIN  
(disdain)  
_Police...  
_(looks around,   
can't find Spidey)  
Spider-Man ... No!  
  
INT. ARRANGER'S OFFICE  
  
SPIDER-MAN  
Strange, know I saw him come in  
here...Hey! A phone...Just what I  
need. Aunt May is probably worried  
sick.  
  
He drops down and calls his Aunt, right in the midst of the  
  
melee outside the office.  
  
SPIDER-MAN (cont.)  
Aunt May...yeah, I'll be home  
soon. Ran in to a little ..um...  
difficulty on my "project"...  
(looks out)  
But its starting to come together  
now... I'll be home soon, Bye.  
(pause, to pull  
his mask back   
down)  
Oh my Gosh...  
(startled)  
I almost forgot!... _Gwen_!!!  
  
Remembering their scheduled "date", he dials frantically.  
  
Suddenly, The Goblin enters the office... Spider-Man drops  
  
the phone before he is able to finish the call.  
  
96.  
  
GREEN GOBLIN  
_There_ you are! This is all your  
fault. I know it. Somehow… you...  
you planned this.  
  
He fires a sparkle ray at Spider-Man, which he quickly  
  
dodges and bounces up to the ceiling.  
  
The Goblin retreats as Spider-Man chases him out of the  
  
room. Below the cops are beginning to subdue the gangsters.  
  
GREEN GOBLIN  
(cackles)  
You've been granted a reprieve  
Spider-Man, but...here's something  
for you to ponder... I know a  
little secret.  
(laughs)  
  
SPIDER-MAN  
Don't suppose its ancient Chinese  
secret, like how to get out those  
really tough grease stains?  
  
he fires web and misses.  
  
GREEN GOBLIN  
(cackling)  
Think about it BOY.  
  
He blasts a hole through the ceiling and flies off, laughing  
  
madly.  
  
Spider-Man looks up, preparing to fire a web-line,  
  
temporarily frozen by the cryptic comment.  
  
OFFICER  
ey! Spider-Man. Stop! You got  
some explaining to do.  
(as Spidey is  
leaving)  
I said stop!  
(fires pistol)  
  
CAPTAIN STACY  
Hold your fire!!!!  
  
He knocks young officer's arm down with his own.  
  
97.  
  
Spider-Man springs upward and out, only to see no trace of  
  
the Goblin.  
  
Captain Stacy looks on… as the mysterious man with the  
  
eye-patch walks up. The entire gang, including Macendale, is  
  
completely subdued.

INT. DAILY BUGLE (JAMESON'S OFFICE) - DAY  
  
JAMESON  
The Green Goblin! And The Bugle  
has no exclusive photos.  
(slams copy of The   
Globe down.)  
  
Peter hands Jameson a stack of photos from the armored car  
  
robbery.  
  
JAMESON (cont.)  
Seen these already Parker, in the  
evening edition of The Globe! You  
keep slacking off like this and  
I'm going to change my mind about  
letting you hang around here.  
  
PETER  
Sorry Mr Jameson. At least no one  
else got these angles though,  
hunh?  
  
JAMESON  
They'll have to do, for now. Good  
work on the copy though Leeds.  
  
LEEDS  
Thank you sir. Couldn't have done  
it without Gargan's help, and of  
course...  
(holds up eye   
patch)  
my good buddy.  
(winks)  
  
Peter cast a wary glance at Ned. His look indicates he is  
  
suspicious of Leeds' involvement in the Syndicate.... or  
  
_worse_, The Goblin.  
  
98.  
  
JAMESON  
Again, no pictures of Spider-Man  
trying to wrestle control of the  
gang.  
  
Leeds cell phone rings.  
  
LEEDS  
(answering)  
Leeds...  
  
CUT TO:  
  
INT. POLICE DEPARTMENT  
  
Jack Macendale is sitting, handcuffed to desk.  
  
MACENDALE  
You better get down here  
  
INT. BUGLE  
  
LEEDS  
(embarrassed)  
Er...not a good time.  
  
MACENDALE (V/O)  
Excuse me, for not picking a more  
convenient time.  
  
LEEDS  
(lowers voice)  
We'll handle this later  
  
MACENDALE (V/O)  
Later? Sorry, I haven't got later.  
We'll settle this now. Have you  
forgotten about our deal?  
  
LEEDS  
(reluctantly)  
Alright.  
(hangs up)

well, uh, gotta run  
fellas...story.  
  
.  
  
99.  
  
JAMESON  
Leeds get back here! What about  
Spider-Man's involvement? How--?  
  
LEEDS  
(in a hurry)  
Sorry Jonah, its urgent. I'll, uh  
get back to you.  
  
Peter looks at Ned suspiciously, as he quickly leaves.  
  
JAMESON  
(to Peter)  
Don't just stand there gawking.  
Get out there and bring me some  
photographs that I can use!  
  
PETER  
Yessir.  
(begins to leave)  
  
JAMESON  
Parker!  
  
PETER  
(like a dog yanked   
on a chain)  
Yes, Mr Jameson?  
  
JAMESON  
The Midtown Executive Club is  
awarding Norman Osborn the  
Businessman of the Year award.  
You'll be there for publicity  
photos. Surely you can't screw  
that up.  
(pauses as Peter  
stands waiting)  
Now get lost!  
  
PETER  
(grabbing door)  
Open or shut?

(sheepish grin)  
  
100.  
  
EXT. THE STACY HOME - DAY  
  
Peter Parker is outside the house , walking up, trying to  
  
get the nerve to go up and knock on the door; get up the  
  
nerve to…to talk to Gwen. He walks up slowly and knocks.  
  
Peter is not just surprised, he is SHOCKED at who answers  
  
the door. He sees it is the Police Captain who interrogated  
  
him; Captain STACY.  
  
CAPTAIN STACY  
Wellll... if its not... Peter  
Parker right?  
  
PETER  
(still shocked)  
Uhhhh...yessir.  
  
CAPTAIN STACY  
(motioning him in)  
Come on in son.  
  
INT. STACY HOME  
  
CAPTAIN STACY  
Have a seat.  
(picks up pipe)  
What can I do for you. I expect  
you're here to tell me more about  
Spider-Man?  
  
PETER  
(awkward)  
Actually, um no sir. I...uh…  
  
CAPTAIN STACY  
(light bulb comes   
on)  
Ohhhh. You're here to see Gwen.  
  
PETER  
(sheepishly)  
Y-yessir.  
  
101.  
  
CAPTAIN STACY  
Wellll,  
(chuckles)  
She told me about this nice young  
fella she'd met, but ..  
(chuckles again.)  
what a coincidence. Anyway, Gwen's  
not here. She went off with one of  
her girlfriends. I don't really  
know when she'll be back., but it  
shouldn't be too long. Would you  
like a soda or something?  
  
PETER  
Errr, no thanks, I uh.. I mean I  
probably ought to be going sir…My  
Aunt and all. Will you tell her I  
came by?  
  
CAPTAIN STACY  
Be happy too … but uh, don't rush  
off. I'm intrigued by these  
photographs you take. You know,  
unlike most, I don't seem to think  
Spider-Man is such a bad guy.  
  
PETER  
Yeah, well, I don't really know  
much about him, but, uh, from all  
I've seen, he's on the right  
side……just a bit misunderstood,  
maybe.  
  
CAPTAIN STACY  
Jonah Jameson is a friend of mine,  
but I , well... I don't always  
believe everything I read in the  
Bugle.  
(light chuckle)  
  
Peter manages a laugh, but still is clearly VERY nervous at  
  
the Captain's questions about Spider-Man, not to mention the  
  
fact he's alone with the father of the girl he cares about,  
  
who most likely is angry with him, to say the least.  
  
Perhaps sensing the young man's unease, Captain Stacy  
  
reaches out, demonstrating he knows more about Peter than we  
  
realize.  
  
102.  
  
CAPTAIN STACY  
Things haven't been easy for ya,  
have they son?… I mean since  
you're Uncle passed away.

PETER  
(surprised)  
H-how 'd you know about that ?  
  
CAPTAIN STACY  
(chuckles,)  
I'm a policeman. Its my business  
to know things like that Yeah, I  
knew Ben,…not well, but enough to  
know he was one of the nicest  
fellows you could ever hope to  
meet . When I heard the news that  
night; I- I...well...  
(pauses, takes   
pipe out)  
Listen... Peter. You seem like a  
good lad. I want you to know, if  
there is ever anything you need,  
or you just want to talk to an  
impartial listener. I'n here. You  
look me up...ya hear?.  
  
PETER  
Thank you sir. I will.  
  
CAPTAIN STACY  
Oh, and Peter... One more thing.  
  
PETER  
Yessir?  
  
CAPTAIN STACY  
(stone-faced)  
You hurt my little girl and I'll  
break your legs.  
(long pause)  
  
The Captain's face breaks out in to a big shit eating grin.  
  
and he chuckles.  
  
103.  
  
PETER  
(nervous laugh)  
Right. I'll be sure and remember  
that.  
  
At this moment Gwen suddenly walks in. Peter's {already}  
  
nervous expression grows to one of almost sheer terror.  
  
GWEN  
(surprised)  
Peter?! What... what are you doing  
here _now?_  
(cold)  
Aren't you just a bit..._ late_?  
  
PETER  
Uh, Gwen um, listen I can explain.  
  
GWEN  
NO NEED. I have nothing to say to  
you Peter Parker.  
  
PETER  
Gwen, please…  
  
Gwen looks at her father who offers a "you should just hear  
  
him out look". Gwen grabs Peter by the arm and drags him  
  
outside to the front porch.  
  
EXT. FRONT PORCH  
  
PETER  
OK, I know you're mad, but listen,  
Gwen, I'm really sorr—  
  
GWEN  
I know… you're sorry right? Sorry  
you completely stood me up,  
without a call, without a  
message…nothing.  
  
Peter thinks to himself "but I tried to call", all the while  
  
104.  
  
trying to figure out how to explain to her that he couldn't  
  
complete it, because he was in the middle of an underworld  
  
skirmish and a battle with this super-villain called The  
  
Green Goblin who interrupted him.  
  
GWEN (cont.)  
And to think I was worried…that  
something may had happened to you,  
that you'd been in an accident or  
been hurt somehow. Then you have  
the nerve to come marching in here  
the next day like nothing happened  
and expect me to do the same?  
  
PETER  
I was working. Mr Jameson's got me  
on this really tough assignment. I  
got stuck I'm so sorry. I tried to  
reach you but couldn't. By the  
time I was freed up, well, it was  
to late. Next time…..  
  
GWEN  
(short)  
What makes you think they'll be a  
next time? You've already proven  
your total lack of disrespect for  
others, Peter. I always agreed  
with Harry, when he stood up for  
you; believed that you weren't  
really stuck-up and selfish.  
(tearing up)  
Guess I was wrong...  
  
PETER  
No... no, you weren't. If you'd  
just listen to me.  
  
GWEN  
Go home Peter.  
  
105.  
  
She goes back inside and shuts the door. Peter turns and  
  
walks away slowly, with one more sorrowful look back at the  
  
door that has been "closed".  
  
He cannot see that she is watching him sorrowfully as well  
  
from the window, hidden by a curtain...

EXT. NY CITY - DAY  
  
We see a newsstand as a few citizens walk by. Then a web  
  
line suddenly shoots down in to the picture and snags a  
  
newspaper. The clerk looks around.  
  
ABOVE:  
  
Spider-Man is clinging to a wall several stories up. He is  
  
sipping some coffee with his mask turned up ¼ of the way.  
  
SPIDER-MAN  
(to himself)  
No sign of the Goblin.  
(perplexed)  
What did he mean by a...  
"secret"? And what is Leed's  
connection to all of this?  
(sigh)  
I should be worried if Gwen will  
ever speak to me again.  
  
We see the headline of the Daily Bugle..."**_The Green_  
  
Goblin…Hero**? _Or just another Menace_". and a photo of The  
  
Goblin over 5th Avenue. Spider-Man nearly spews his coffee  
  
as he reads the article.  
  
SPIDER-MAN  
(reading)  
Notorious gangsters corralled and  
captured by the mysterious Green  
Goblin... ??? Give me a break.  
Sheesh.  
  
BELOW  
  
Another web line descends carrying 3 quarters that land on  
  
the counter. The befuddled clerk looks up...  
  
ABOVE  
  
106.  
  
Spider-Man is gone.  
  
CUT TO:  
  
INT. GOBLIN'S LAIR - DAY  
  
Looks to be a different location than the one where he  
  
unmasked Spider-Man. It is a shady room. We see electronic  
  
and lab equipment, and gadgetry (including what may be part  
  
of a glider) lying all around, and a figure hidden by  
  
shadows. He is holding the same newspaper and throws in in  
  
disgust.  
  
GREEN GOBLIN  
(muttered growl)  
The _entire_ gang!!! My plan worked  
_too_ well. I'm no better than I  
started!  
(throws paper in   
disgust)  
And that pathetic pudge-ball  
Potsworth escaped. When I find out  
who tipped off the police, the  
last thing they see will be the  
face of the Goblin.  
  
face comes out of the shadows it is the "Goblin" not Osborn.  
  
GREEN GOBLIN (cont.)  
I swear! it! Best to lay low for a  
while. Yes...  
(cackles)  
but first...other matters. The  
thorn in my side... Spider-Man. If  
I am to succeed, he must be...  
eliminated. I have already seen  
his face...  
(laughs)  
just a boy. All I have to do is  
find a way to dull his cursed  
Spider-Senses again and, I can  
follow him to his little  
home...introduce myself to mommy  
and daddy.  
  
GREEN GOBLIN (C/U)  
And then…  
AHAHAHAHAHAHAHAHAHAHAHA!!!!!!!!  
  
107.  
  
DISSOLVE:

EXT. FOREST HILLS (PARKER HOME) - DAY

Peter enters his house as we see two women walk out of frame.  
  
INT.  
  
Aunt May is "busying" herself" i.e. fluffing pillows and  
  
dusting.  
  
PETER  
Hi Aunt May.  
(pauses)  
Wait, be still.  
(another pause)  
Aren't you just the most gorgeous  
woman in Queens.  
(big grin)  
  
AUNT MAY  
(giggles)  
Oh hello dear.

PETER  
So nice to see you well. I'm glad  
you took Dr Bromwell's advice to  
try and take it easy. What's that  
smell?  
  
AUNT MAY  
I made cookies. They're cooling.  
  
PETER  
(heads to kitchen)  
mmmmmm  
  
AUNT MAY (O/S)

Oh, but not now, you'll spoil your  
dinner.  
  
Peter comes out eating a cookie, wincing just a bit as it is  
  
still hot.  
  
AUNT MAY  
You just missed them Peter  
  
108.  
  
PETER  
Missed... who?  
  
AUNT MAY  
Anna, and her niece. Remember I've  
told you about her. Oh, and she  
was so looking forward to meeting  
you.  
  
PETER  
Me? Why? And yes, you've mentioned  
her several times.  
  
AUNT MAY  
Anna and I simply can't wait for  
the two of you to meet. "Little"  
Mary is entering college. Oh she's  
a free spirit, that one, and  
pretty as a picture. But Anna  
insists on her getting her  
schooling.  
  
PETER  
(not interested)  
Thats nice Aunt May  
  
AUNT MAY  
Anna was hoping you could show her  
around campus.  
  
PETER  
er...OK. You mean she's going to  
be attending ESU?  
  
AUNT MAY  
That's right dear. She's using  
some community college credits to  
transfer full time. Anna is  
thrilled. And besides, what could  
a little "feminine company" hurt?  
  
DOORBELL rings.  
  
PETER  
(eager to change   
the subject)  
I'll get it Aunt May.  
  
109.  
  
He opens to the door to see Gwen standing there  
  
PETER  
(surprised)  
Gwen-dy...  
  
GWEN  
(pause)  
Hello Peter.  
(smiles)

INT. OSBORN MANSION (NORMAN'S STUDY) - DAY  
  
Harry walks in.  
  
HARRY  
Dad?  
  
OSBORN  
(short)  
What is it Harry... I'm busy.  
  
HARRY  
Nothing…I just…wanted to  
congratulate you on the award and  
to…  
  
OSBORN  
Its well deserved. You know how  
hard I've worked….how much I've  
sacrificed...  
  
He looks up with an angry expression; beads of sweat on his  
  
forehead.  
  
HARRY  
I know, I know. Take it easy Dad.  
  
OSBORN  
Easy…EASY? That's you kids'  
problem today. Its EVERYONE'S  
problem. Everything's too easy.  
You haven't had to work for  
anything.  
  
110.  
  
HARRY  
Y-you're right. I-I'm sorry.  
  
OSBORN  
My father squandered everything  
his father accomplished. Forty  
years of hard work wasted away in  
a fraction of the time. It took me  
years of late hours and weekend  
business meetings to get back what  
you see here…what you take for  
granted.  
  
HARRY  
I-...  
  
OSBORN  
You're just like him, you  
know…lazy... weak.  
(pounds fist on   
table)  
I'll be damned if I let you do  
what my father did to the family  
name. You have alot to prove to me  
boy. Now get out! The sight of you  
makes me sick.  
  
Harry, completely taken surprise by his father's sudden mood  
  
change and with a slight tear in his eye, slowly leaves the  
  
room. Norman wipes his brow with a handkerchief.  
  
His hands are trembling. He looks at the closet, and runs  
  
his fingers through his hair. Norman throws his head back as  
  
if in unbearable pain, and clenches his fists….

INT. CLUB QUARTERS HOTEL (BANQUET ROOM) - NIGHT  
  
It is an evening gown/coat and tie affair at the Midtown  
  
Executive Club's annual Businessman of the Year Dinner.  
  
Everyone is there including Jameson, Captain Stacy, and of  
  
course Norman, along with many of the city's more prominent  
  
business men, philanthropists and socialites. Harry has  
  
brought a date.  
  
Peter and Gwen enter together. She looks absolutely stunning  
  
in a white evening gown, wearing her hair up. Peter appears  
  
to be "walking on air", just to be beside her. Captain Stacy  
  
111.  
  
looks on proudly as he see his daughter enter. Even Norman  
  
can't resist casting a glance.  
  
The Captain walks up to the couple and takes Gwen by the  
  
hand.  
  
CAPTAIN STACY  
Sweetheart..you look beautiful  
  
GWEN  
(light giggle)  
  
Thank you Daddy, but I would  
expect _you_ to say that.  
  
PETER  
Doesn't she sir? I feel like the  
luckiest guy in the world.  
  
CAPTAIN STACY  
(chuckling)  
You _are_... How are you Peter?  
  
PETER  
(shakes his hand.)  
I'm fine sir.  
  
Meanwhile Harry is dragging his date, JESSICA through the  
  
crowd in an attempt to introduce her to his father.  
  
We see the Captain from behind with Peter and Gwen when a  
  
hand taps him on the shoulder. It is Norman Osborn.  
  
OSBORN  
George, my good fellow...  
(knowingly)  
who, pray tell, is this lovely  
creature, certainly not the shy  
little bookworm with glasses that  
I remember.  
(smiles)  
  
CAPTAIN STACY  
Gwen, you remember Mr Osborn  
  
GWEN  
Yes, of course. Congratulations on  
the honor Mr Osborn.  
  
112.  
  
OSBORN  
Ah, it was nothing. The club has  
to give this thing to _somebody._  
  
(pauses)  
  
Well... what have we here. Peter  
Parker. Escorting Miss Stacy?  
You're just full of surprises  
aren't you.  
(extends hand)  
  
Peter shakes his hand taking note Osborn has never been  
  
exactly "friendly" with him.  
  
HARRY  
(interrupting)  
Dad…been trying to get a hold of  
you all evening. I'd like you to  
meet Jessica.  
  
OSBORN  
(still"eyeing"   
Gwen)  
Pleased to meet you young lady.  
(returning his   
attention to   
Peter and Gwen)  
So... tell me Parker, how did you  
win the rights to such a lovely  
escort for the evening?  
  
GWEN  
(speaking up)  
I'm not a prize Mr Osborn. And  
Peter's here to take pictures for  
the Bugle. I'm just accompanying  
him.  
  
OSBORN  
(smile fades)  
Photography hunh?  
  
Peter nods.  
  
113.  
  
OSBORN  
(smile returns)  
Well, just be sure and get my good  
side.  
  
J Jonah Jameson walks up.  
  
JAMESON  
(boastfully)  
That's right Osborn.Parker here is  
my #1 action photographer. Only  
one I count on to bring me  
newsworthy photos of that  
menace...Spider-Man  
(pats Peter on the   
back)  
Isn't that right m'boy?  
  
Peter looks at Jameson with an awkward smile.  
  
Osborn's smile completely disappears.  
  
OSBORN  
(stammering)  
S-sp-p-ider-Man?  
  
JAMESON  
Yessiree, course his could  
use a little work..a bit rough  
around the edges. But no one seems  
to come up with the pictures  
Parker does.  
  
Peter smiles sheepishly. He knows Jameson is just using the  
  
opportunity to make his own self look good.  
  
Norman is suddenly quiet.  
  
CAPTAIN STACY  
You alright Norman? You look kind  
of pale all of a sudden.

Norman casts a glance at Peter and we see the most subtle

sign of...recognition.  
  
114.  
  
OSBORN  
(distantly)  
Yes...yes, I'm fine.  
(abruptly)  
Now...if you will excuse me...  
(gestures to   
podium)  
I believe that I am needed  
_elsewhere_...  
  
GWEN  
(as Norman walks   
off)  
Wonder what got in to him all of a  
sudden  
  
JAMESON  
Oh, he's probably just nervous  
about his speech.  
(pause)  
Parker! This isn't a "garden  
party" for you. Get to work. I  
think they're about to begin. And  
you had better not miss anything.  
  
PETER  
(back to earth)  
Yessir.  
  
CUT TO:  
  
INT. THE HOTEL-EXECUTIVE WASHROOM - NIGHT  
  
Norman has left the room and is rinsing his perspiring face.  
  
He looks up in to the mirror and rinses once more. Then we  
  
see a familiar grin run across his face.  
  
HOTEL CORRIDOR  
  
Norman runs out in to the hall. Leaning back against the  
  
wall, he doubles over from pain in his stomach.  
  
OSBORN  
No!...not NOW...  
  
115.  
  
He grabs head with both hands, awaiting the inevitable  
  
transformation..  
  
CUT TO:  
  
INT. BANQUET ROOM - NIGHT  
  
PETER  
I better go take my place. Looks  
like things are about to start.  
  
GWEN  
OK, handsome.  
(looking at her   
father)  
Guess I'll just have to sit with  
the next best thing in the room.  
  
Harry looks around for his father.  
  
CUT TO:  
  
INT. FOREST HILLS (PARKER HOME) - NIGHT  
  
May appears to be feeling a little dizzy/weak. She sits  
  
down. The phone rings  
  
AUNT MAY  
(answering)  
Hello? Oh, hi Anna.

She pauses to listen..  
  
AUNT MAY  
Nothing...just resting a moment. I  
was feeling a little weak.  
(pauses to listen)  
No, he's not here. He had to work,  
covering some sort of business  
function for the paper.  
(pause)  
No really... I'm fine.  
(pause)  
That sounds nice. But I should  
wait for Peter...  
(pause)  
Well, I suppose.  
  
She walks over and reaches into desk drawer.  
  
116.  
  
CUT TO:  
  
INT. HOTEL BANQUET ROOM - NIGHT  
  
The guests are all seated. Gwen sits with her dad. Peter is  
  
standing off to the side with his camera in hand.  
  
Club President WILLIAM FRANKLIN is finishing his  
  
introduction.  
  
FRANKLIN  
(in mid-speech)  
...as Chairman and CEO of Osborn  
Industries, not only has he  
overseen growth and prosperity  
like few companies in our area.  
But in addition to government  
contracts and success in the  
fiscal realm, he has also been  
instrumental in the betterment of  
our community. Just this past year  
he spear-headed a movement that  
provided the donation of a new  
youth basketball court facility in  
Midtown Park... Corporate  
visionary, community activist, and  
family man...Ladies and gentlemen  
I give you…the Midtown Executive  
Club's Businessman of the year…  
Norman Osborn!  
  
APPLAUSE  
  
We see Harry, and then Peter readying his camera, but no  
  
Norman...  
  
FRANKLIN  
(applauding,   
pauses)  
Norman, come on up here now. Don't  
be shy.  
  
WHISPERS from the audience  
  
FRANKLIN  
(chuckles)  
Norman?  
(whispers to side)  
Where is he?  
  
117.  
  
We see Peter get that familiar "look"...  
  
SFX: SPIDER-SENSE  
  
Peter lowers his camera.  
  
Sudden MASSIVE EXPLOSION in the window sends glass and  
  
debris flying everywhere.. The crowd screams in terror.  
  
Peter looks through thrown up hands.  
  
The Goblin appears, flames and smoke surrounding him...  
  
The crowd scatters in panic. Peter uses the moment of  
  
confusion to run off.  
  
GREEN GOBLIN  
(laughing)  
He's here! Where is Spider-Man?!  
(looks around room)  
  
FRANKLIN  
(rising slowly up   
behind podium)  
S-Spider-Man? This is a _private  
_function . He isn't here.  
  
GREEN GOBLIN  
Oh..but he IS.  
(continues to look   
around)  
I assure you.  
  
SPIDER-MAN  
(appearing   
suddenly)  
What's the matter Goblin? Upset  
you weren't invited or something?  
  
GREEN GOBLIN  
The only invitation I'm concerned  
with is … the one to your FUNERAL!  
  
He hurls pumpkin bomb, and Spider-man dodges the attack.  
  
118.  
  
GWEN  
(looking around   
frantically)  
PETER!!!!  
  
JESSICA  
He seems to uh, have disappeared.  
  
HARRY  
(under breath)  
Yeah.  
(looking around)  
  
Spider-Man continues to dodge the Goblin's assault.  
  
JAMESON  
(looking around)  
Where's Parker?  
(ducks)  
He better be getting some good  
photos of this.  
  
Suddenly The Goblin fixes his sights on Gwen.  
  
GREEN GOBLIN  
Well hello missy. Have YOU seen

Spider-Man?  
(laughs)  
  
CAPTAIN STACY  
(stepping in front)  
You stay away from her!  
  
GREEN GOBLIN  
I didn't ask you, OLD MAN.  
  
With one swipe, he knocks Stacy backward, hard into the wall  
  
unconscious  
  
GWEN  
Daddy!!!!!  
  
SPIDER-MAN  
Hey! Loud green and ugly. I'm the  
one you want  
(looks at Captain  
(MORE)  
  
119.  
  
SPIDER-MAN (cont'd)   
Stacy lying in   
floor.)  
Leave the bystanders out of it.  
This is between you and me.  
  
GREEN GOBLIN  
Right.  
  
The Goblin fires several sparkle rays as Spider-Man dodges  
  
each one. He grabs a chandelier and manages to kick the  
  
villain in the face, knocking him off his glider. The  
  
Captain continues lying motionless in the corner. Gwen,  
  
frozen with fear, is desperate to attend to him but is  
  
unable to get there... Spider-Man approaches the Goblin from  
  
behind who appears stunned and is on his knees. But suddenly  
  
he whirls around and tosses some sort of boomerang that hits  
  
the hero in the head, knocking him off balance..  
  
Taking quick advantage and cackling wildly, The Goblin  
  
re-assumes his glider and flies back out the window/hole he  
  
came in. Spider–Man leaps to the window to find the Goblin  
  
outside just hovering there, as if waiting for him, and is  
  
caught off guard.  
  
OUTSIDE HOTEL (IN THE AIR)  
  
GREEN GOBLIN  
Didn't expect to see me soon eh?  
He tosses a pumpkin bomb at point-blank range that erupts in  
a powdery cloud in the web-slinger's face.  
  
SPIDER-MAN  
(chuckles)  
What's wrong Gobby, you outta toys  
or was that just a dud? Its only  
powder...  
  
GREEN GOBLIN  
(laughs)  
You'll see.  
(throws a barrage   
of razors)  
  
120.  
  
Spider-Man dodges and leaps to another building landing  
  
gracefully as usual, before suddenly sliding downward.  
  
SPIDER-MAN  
(surprised)  
Hunh?  
(drops)  
  
GREEN GOBLIN  
Whats the matter Spider-Man?  
Losing your _grip_…on reality?  
  
HAHAHAHAHAHAHAHA!  
  
Spider-Man drops several stories and lands in a dumpster  
  
below. He comes out with trashy debris hanging from him.  
  
SPIDER-MAN  
(to himself)  
He's...done something to me...I  
can't...stick.!  
  
GREEN GOBLIN  
(cackling from   
above)  
Once again, I am your greater. You  
look so helpless down there  
Spider-Man! Or should I  
say...PETER PARKER!  
(laughs)  
  
SPIDER-MAN  
(groggy)  
Laugh Goblin, while you still can,  
  
GREEN GOBLIN  
Oh, but the fun is just beginning  
Parker. The night is still young.  
I have so many places to go;  
people to visit. And… I think…  
I'll start with your dear sweet  
aunt!  
  
(laughs)  
  
121.  
  
SPIDER-MAN  
(angry)  
Noooooooo! Leave her out of  
this…you manicac  
  
GREEN GOBLIN  
(mockingly)  
Awww, You're right…Perhaps I  
should just wait and pay a visit  
to your little girlfriend,  
instead.  
  
SPIDER-MAN  
You lay a hand on... either…or so  
much as look at them the wrong way  
Goblin, I swear, I'll kill you!!!  
  
GREEN GOBLIN  
(serious)  
I'd like to see you try... _BOY.  
_  
He tosses another sense-deadening "gas ghost" at him.  
  
GREEN GOBLIN (cont.)  
Take care!  
(flies off   
laughing)  
  
SPIDER-MAN  
(coughing)  
Great… more of that goofy  
tranquilizing gas. Least I know  
what he meant by that "secret".  
(cough)  
Must...get... to... Aunt May...  
  
He stumbles awkwardly out of dumpster and groggily watches  
  
the Goblin disappear in to the night.  
  
CUT TO:  
  
INT. BANQUET ROOM  
  
Captain Stacy appears seriously injured and is being  
  
attended too.  
  
122.  
  
JAMESON  
(wrapping his   
jacket around her)  
Its ok, my dear the ambulance is  
on its way.  
  
OFFICER  
No sign of Osborn anywhere.  
  
CLUB MEMBER  
(frightened)  
M-maybe... that... that thing got  
him.  
  
FRANKLIN  
But what would that, ... _criminal  
_want with Norman?  
  
OFFICER 2  
Don't know, My main concern right  
now is getting the Captain to a  
hospital… and fast. Hang on George  
ole buddy. We're going to get you  
fixed up.  
  
Jameson has his arm around Gwen as she quietly sobs, looking  
  
at the still body of her father. Harry gazes out the damaged  
  
window into the night as we hear the sound of an ambulance  
  
siren

EXT. FOREST HILLS, PARKER HOME - NIGHT  
  
Spider-Man, now dressed as Peter Parker drops stealthily out  
  
of a tree in the front yard of his house. Most of the lights  
  
are off and things appear quiet.  
  
We see the back of Peter's head as he enters the  
  
door…followed by the now familiar whirring of a twin-jet  
  
turbine engine and twisted bone chilling laughter.  
  
PETER  
(turning around)  
You!! Not here. Not now!  
  
123.  
  
GREEN GOBLIN  
You didn't think I'd find you boy?  
Well you led me right "home" you  
fool.  
(cackles)  
May I…uh… come in?  
(laughter)

PETER  
I don't know how you tracked me  
here laughing boy, but this  
stops...now!  
  
GREEN GOBLIN  
Oh, but I AGREE Parker…I agree.

Peter instinctively reaches out 2 hands and attempts to fire

his webbing, when he realizes he's taken his web-shooters  
  
off. He has to take quick evasive action to avoid the  
  
Goblins sparkle blasts by cartwheeling across the yard.  
  
Meanwhile smoke from the glider has created a sort of screen  
  
in the yard, making it difficult to see.  
  
PETER  
Cant…see. And... gas…must have  
done something to my…  
  
The Goblin swoops in for a hellacious punch, sending Peter  
  
flying in to the side of the house.  
  
GREEN GOBLIN  
(laughing)  
Not quite as quick are we?  
  
At this point, knowing that she probably hears, and  
  
desperate just to qet to her, Peter attempts to crawl in to  
  
the house and save his Aunt. Inexplicably, the Goblin  
  
withdraws, fading into the smoky haze. Peter runs  
  
desperately into the house and up in to the room. Aunt May  
  
is gone. Through a window he manages to glimpse a view of  
  
the Goblin flying off laughing.  
  
PETER  
(opening the   
window and   
yelling)  
  
(MORE)  
  
124.  
  
PETER (cont'd)  
What have you done with her! WHAT  
HAVE YOU DONE WITH HER GOBLIN!  
  
GREEN GOBLIN  
You pathetic idiot, I don't have  
your Aunt.  
(cackle, pause)  
Or do I?  
(more laughter)  
But now, I believe, its time to  
visit your other "loved one"...  
(flies out of   
sight)  
  
Peter, in a complete and total panic over his missing Aunt  
  
does a quick search upstairs, then runs back downstairs  
  
where he finds a note...  
  
THE NOTE: "_Dear Peter: Went to Anna's for the night. Food in  
  
the fridge_. Will be home tomorrow. Love Aunt May."  
  
Breathing a huge sigh of relief, Peter then realizes what  
  
the Goblin just said.  
  
PETER  
(relieved)  
Thank. God.  
(gasp)  
Oh no... Gwen!  
  
He "slaps" on his web-shooters and runs out of the house,  
  
trying to put his gloves back on. Suddenly from out of the  
  
darkness, a huge metal cable lashes out and wraps itself  
  
around him.  
  
GREEN GOBLIN  
Gotchya!  
(pulling cable   
tight)  
Ha! So predictable. Now... shall  
we go visit the tart, or should I  
finish you off and let you spend  
eternity thinking about how I  
tortured her afterwards.  
(laughing)  
Decisions, decisions.  
  
125.  
  
The Goblin secures the cable in his hand, flies off laughing  
  
with Peter Parker in tow; helpless and exposed....

INT. COUNTY GENERAL HOSPITAL (HALLWAY) - NIGHT  
  
HARRY  
I don't get it. I mean, where  
could he be? Its like he just  
disappeared, ducked out at the  
sign of danger…  
  
JESSICA  
Didn't you say he takes those  
pictures of Spider-Man ? Doesn't  
sound like a chicken or anything  
to me. And Its awful nice of you  
to be here for Gwen, especially  
when...your father...  
  
HARRY  
I guess... you're right. And I'm  
not worried. Dad has this funny  
way of disappearing and then  
showing up again. Coming and going  
as it suits him.. He's like a bad  
penny...  
(somewhat doubtful)  
he'll turn up.

CUT TO:  
  
EXT. OVER THE EAST RIVER - NIGHT  
  
The Goblin soars across the night sky leaving Queens for  
  
Manhattan, looks back at his helpless prey and laughs madly,  
  
flying off leaving a trail of smoke.  
  
CUT TO:  
  
INT. COUNTY HOSPITAL (CAPTAIN STACY'S ROOM) - NIGHT  
  
George Stacy lies asleep, with an IV, and a bandage on his  
  
head. Gwen sits at his side.  
  
126.  
  
GWEN  
Oh Daddy.  
(takes his hand)  
Please be alright.  
(crying slightly)  
You're all I've got left in the  
whole world. I can barely even  
remember mom now. I don't know  
what I'd do without you. It's the  
only reason... I was so angry  
about...you...  
(sniff)  
continuing with the force…and  
hiding it from me. I was  
selfish...only thinking about  
myself, because I...I didn't want  
anything to happen to you. I  
didn't want... to be alone.  
  
The room is quiet as we see closeup of the the Captain's  
  
face, still...expressionless.  
  
GWEN (cont.)  
When you wake up. We'll talk.  
(pause)  
I just want you to be happy daddy.  
The irony is...this didn't even  
happen on the job...and neither  
did the robbery on 5th avenue. I  
guess the point is...I can't  
control fate. There are maniacs  
running around everywhere, like  
this goblin...like Spider-Man. So,  
I want you to know.I 'll support  
your wishes in what ever it is you  
want to do. Have... to …learn to  
let go.  
(wipes tears)  
Just promise me...please, please  
don't leave me. Don't leave me  
Daddy.  
  
She rests her head on his chest and sobs.  
  
INT. THE GOBLIN'S HIDEOUT - NIGHT  
  
Camera pulls out to reveal Peter Parker regaining  
  
consciousness. Wearing torn street clothes over his costume,  
  
he is restrained in a reclined position in what can only be  
  
described as a cross between a slab and a dentists or  
  
127.  
  
optometrist's chair. At any rate it has him fully  
  
incapacitated.  
  
(We see much more detail of the room this time. It is an  
  
Osborn Industries warehouse, [most likely in Lower East side  
  
but could be Brooklyn for all Spider-Man knows]. However it  
  
has been "renovated to be much more than just a "warehouse".  
  
One entire wall is an electronic panel, that looks to  
  
contain a mainframe along with video monitors and equipment  
  
as well as all kinds of lights and switches. Looking closer  
  
we can see a makeshift lab complete with vials of chemicals,  
  
along with larger chemical containers and barrels on the  
  
floor. In another section in the background is what looks to  
  
be a "machine shop").  
  
The Goblin's back is to Peter, as he appears to be tinkering  
  
with some equipment on a large table. Seeming calm and  
  
"contained" for the first time, he turns around to see Peter  
  
reviving.  
  
GREEN GOBLIN  
Ah, the little spider is awake.  
Welcome back to the land of the  
"living" Parker.  
(holding metal   
wrist bands)  
Most impressive, these "web  
devices" of yours. Crude, but  
definitely brilliant considering  
your limited resources.  
  
PETER  
(sarcastically)  
That means alot coming from you.  
(struggling)  
TOY-man.  
  
GREEN GOBLIN  
(light cackle)  
You do not like my "toys". I am  
offended. I worked so hard to make  
them enjoyable for you.  
  
PETER  
Spare me the babble Goblin. What  
are you going to do ? Why don't  
you just let me go and we'll  
settle this man to freak... or  
else just go ahead and finish me  
  
(MORE)  
  
128.  
  
PETER (cont'd)  
off.  
  
GREEN GOBLIN  
Patience son. In time, in time.  
You're a fascinating creature  
Spider-Man. I intend to take every  
opportunity to study your...  
abilities your speed, your  
agility. All could be beneficial  
to me. When I have learned all I  
require...  
  
PETER  
You'll understand if I don't  
cooperate.  
  
GREEN GOBLIN  
Its not like you have much say so  
is it now... strapped down to that  
chair. I already have a sample of  
your blood Parker, and anxiously  
await the results. Perhaps in it  
there may be a...  
  
PETER  
A what... what happened to you. I  
mean... What are you?  
  
GREEN GOBLIN  
Remember I told you I had died  
Parker? I am now...neither dead  
nor alive.  
  
(adjusts control   
panel)  
  
My only goal is to serve my  
master... to protect and insure  
his betterment.  
  
PETER  
That's some imagination ya got  
there Gobby, I'll give you that.  
Why don't you stop with the "ghost  
stories" and tell me the truth.  
  
129.  
  
GREEN GOBLIN  
The truth? Be careful what you ask  
for Parker.  
  
He tosses web-shooter on table and walks over to Peter.  
  
PETER  
(buying time)  
Go ahead big boy. I'm not going  
anywhere for awhile  
  
GREEN GOBLIN  
No, I suppose not  
(pause)  
Over the last 2 years there has  
been an increasingly powerful  
organization of crime gangs in the  
city, spearheaded by one man,  
known only as …The Kingpin. Using  
fear and intimidation, he slowly  
gained control of the gangs one by  
one.... and has managed to unite  
their efforts quite efficiently.  
  
PETER  
And he's this "master" you refer  
to?  
  
GREEN GOBLIN  
(cackles)  
_Hardly_. The Syndicate controls  
everything from routine gambling  
operations and prostitution to all  
shipments of Crack/Cocaine in and  
out of New York Harbor, as well as  
all the airports. And even  
worse... prescription drug rings  
that are manipulating and  
controlling our youth.... insuring  
the ready, unlimited availability  
of substances like Oxycontin,  
Vicodin etc... But I digress...  
(pause)  
I was working on a… project along  
with my partner on a top secret  
government project. High  
pressure…short deadline. I handled  
the business end and my partner  
the technical aspects. In a stupid  
  
(MORE)  
  
130.  
  
GREEN GOBLIN (cont'd)  
act of desperation he made a deal  
with this... Kingpin, to aid him  
in gaining access to rare, and  
highly dangerous toxins, by  
smuggling them in to the country  
as means to speed his research. I  
objected. He insisted, saying it  
was the only way we would meet the  
deadline. Reluctantly I conceded,  
or rather "looked the other way".  
But the Kingpin was interested in  
access to our company... to my  
Employers records... his secrets.  
He wanted the company for himself,  
as I suspected... and as I warned  
my foolish partner.  
  
PETER  
Who are you? Who do you work for?  
  
GREEN GOBLIN  
(Ignoring the   
question, lost in   
his "story")  
So I took matters in to my own  
hands. Informing my employer of my  
partner's betrayal, he was  
disposed of, and I proceeded with  
his research. But in his haste, he  
was careless, and overlooked  
certain details that would prove  
to be vital, as I would learn  
later at my own expense...due to  
his stupidity, the initial  
test-run went terribly wrong, and  
I was left.. like this.  
(looks at hands)  
like… some sort of monster.  
  
It appears that Norman has indeed _TRANSFORMED.  
_  
PETER  
So you went after the Syndicate  
for revenge?  
  
GREEN GOBLIN  
Yes and no. All is not as it would  
seem young man. You assume much. I  
did seek revenge on the Kingpin  
and his organization, it is true.  
And under the guise of one who  
desired to take it over, I  
attempted to get it. But as a  
  
(MORE)  
  
131.  
  
GREEN GOBLIN (cont'd)  
former respected member of the  
community and everyday "normal",  
honest citizen I had loathed the  
Syndicate and what they stood for.  
I wished to bring it down…from the  
top.  
  
PETER  
Really, now why don't I believe  
you?  
  
GREEN GOBLIN  
Why don't you ask your reporter  
friend?  
  
PETER  
Leeds! What's he got to do with  
this?  
  
GREEN GOBLIN  
After years of following them,  
studying them he became obsessed.  
He hated them as much as I…maybe  
more. Came sniffing around too  
close one time. Thought I was  
going to have to ELIMINATE him.  
  
PETER  
and Macendale?  
  
GREEN GOBLIN  
Pitiful excuse for a mob "hitman",  
former "GI Joe" gone bad. He and  
Leeds go way back. Macendale even  
worked for me at one time... how I  
got some "insights" into the  
Syndicate. But he was weak... a  
piece of human garbage. I detest  
weakness Parker. Its one thing I  
will not tolerate. And it's the  
one thing…the only thing I admire  
in you Spider-Man. You are  
not...weak.  
  
PETER  
Which brings me to my next  
question. Why me. Why make this  
  
(MORE)  
  
132.  
  
PETER (cont'd)  
_personal_?  
  
GREEN GOBLIN  
Because...  
(clenches fist as   
some anger comes   
back into his   
voice)  
You _interfered_, threatened to ruin  
my whole carefully plotted plan,  
the one I spent countless hours  
developing.  
  
PETER  
And how did you— ????  
  
GREEN GOBLIN  
(insulted)  
Learn who you are? Please, Parker,  
don't be stupid. I defeated  
you…easily. You don't think I took  
a peek under the mask?  
  
PETER  
So you followed me to Osborn's  
award dinner. Why? Why not on the  
street, out in the open.  
  
GREEN GOBLIN  
(cackling)  
Because, Peter, my dear boy..

The Goblin reaches up to his neck and (SURPRISE!) slowly  
  
peels a skin-tight latex mask off revealing himself for the  
  
first time, to be Norman Osborn.  
  
We see he has _NOT_ transformed.  
  
GREEN GOBLIN (cont.)  
I was already there.  
  
133.  
  
PETER  
(shocked!)  
Mr… Osborn??!!  
  
OSBORN  
Surprised are we? I warned you. I  
had seen your face. But it was  
only when that dolt Jameson  
mentioned the pictures of  
Spider-Man, that I realized the  
truth.  
  
PETER  
(dumbfounded)  
The accident... Your office. I  
pulled you from that building. I  
saved you.  
  
OSBORN  
(confused)  
No, I...don't...remember.  
  
PETER  
(struggling)  
How could you do this…to Harry?  
  
OSBORN  
No...don't mention that name. I  
don't want to talk about him. The  
accident. It made me smarter,  
stronger, than I could ever  
imagine. I felt an unlimited  
potential just within my grasp.  
And then... YOU... I went after  
the van to lure you out, to use  
you as leverage. And as usual, you  
proved no match for me.  
  
PETER  
Right, no match.. Just enough to  
keep you from getting what you  
want.  
  
134.  
  
OSBORN  
(flash of anger)  
Don't remind me of that!!! You  
fouled things up, yes. But each  
time I was able to get the best of  
you.  
  
PETER  
(goading)  
Right, you just keep on telling  
yourself that Goblin. I bet  
Harry's real proud of you about  
now.  
  
OSBORN  
(getting angrier)  
Stop it!!!! I warned you. Do not  
bring up...  
  
PETER  
Who Osborn... Your _son ?_

__  
  
OSBORN  
(flustered)  
Noooo... gghhaaa!  
(grabs head)  
gggghhhaaaaaa!  
  
CUT TO:  
  
INT. COUNTY HOSPITAL (THE CAPTAIN'S ROOM - NIGHT  
  
Gwen is sitting in a chair next to the bed asleep, her head  
  
lying on the bed next to her father. There is a knock on the  
  
door and she awakes suddenly, sitting up. Harry sticks his  
  
head in.  
  
HARRY  
Hey, sweetheart. Listen, we're  
going to cut out. I need to take  
Jessica home. Will you be alright.  
  
135.  
  
GWEN  
(stirring)  
S-sure. Any word from Peter?  
  
HARRY  
No. I left a message at his house,  
so hopefully he'll get it soon.  
(pause)  
Look, I'm sure he just...well..  
  
GWEN  
(wipes nose)  
What about your Dad?  
  
HARRY  
Nothing... yet. But he's fine, I'm  
sure...Now get some rest.  
Goodnight Gwen.  
  
GWEN  
Harry...  
  
HARRY  
Yeah?  
  
GWEN  
_Thanks_.  
  
Harry smiles, closes the door quietly and leaves... 

INT. THE GOBLIN'S HIDEOUT, OSBORN WAREHOUSE - NIGHT  
  
PETER  
(continuing to   
goad)  
You know… Harry is probably  
sitting at home right now, worried  
about you…wondering where his  
father is.  
  
OSBORN  
Don't try and trick me. Your dime  
store psychology will not work on  
me Spider-Man. My mind is clear...  
  
(MORE)  
  
136.  
  
OSBORN (cont'd)  
focused. Your pitiful heckling  
cannot detract me from my ultimate  
goal.  
  
PETER  
Puh-leeeeze. You gotta be quoting  
directly out of the Corny  
Super-Villains's official  
handbook. Face it. You're a joke,  
Goblin. You've only been able to  
escape me through cheap parlor  
tricks, and gimmicks, like that  
lame knockout gas. Now you've got  
me tied up. What's the matter.  
Afraid of me?  
(looks at   
restraints)  
_Clearly..._  
  
OSBORN  
(growing angrier)  
No! That's a lie!  
(shakes fist)  
I could have easily crushed you  
many times over by now.  
  
PETER  
Right. You're really something  
Osborn. If you only knew what  
Harry thought of you, how much he  
looks up to you, how much he  
cares. You don't deserve a son  
like him.  
  
OSBORN  
H-H-arry?  
  
PETER  
He idolizes you. Spends the  
majority of his time trying to  
live up to your expectations.  
  
OSBORN  
He… does?  
  
137.  
  
PETER  
Its true. He talks about what a  
great man you are. How smart,  
driven, even generous, when you  
want to be... How much he wishes  
he could be just like you. But  
you... neglect him, take him for  
granted.  
  
OSBORN  
No. I've worked hard to provide  
for him... you think it was easy?  
I--ahhhhghh! Stop… confusing me!  
(grabs head)  
  
PETER  
Let me go and I'll take you to  
him.  
  
OSBORN  
_I-I DON'T THINK SO.  
_  
PETER  
You're not well. The accident…you  
need help  
  
OSBORN  
(cackles)  
I don't need your help, yours or  
anyone's. Not when.  
(puts mask back on)  
I have the power of...The Green  
Goblin.  
(laughs)  
Look carefully Parker, for this is  
last face you will ever see.  
  
PETER  
Lucky me.  
(struggling)  
Maybe you're just too scared to  
let me go cause you know I'd wipe  
the floor with ya.  
  
138.  
  
GREEN GOBLIN  
NO!... Its not true. I was always  
your better.

Rattled by Peter's taunts, The Goblin suddenly pulls a  
  
lever, releasing the heavy metal clamps that restrain him.  
  
GREEN GOBLIN (cont.)  
I'll prove once and for all,  
that... I am your Master.  
  
PETER  
(grunts)  
Alright, lets finish this...  
  
GREEN GOBLIN  
(hissing)  
No! not like... _this  
_(tosses him his   
mask)  
I want to defeat you as I've known  
you… as Spider-Man, not as some  
puny teen-ager!  
  
The Goblin makes a sudden, aggressive move in the form of a  
  
flying leap towards Spider-Man, knocking him on his back.  
  
The hero kicks him back behind him, then flips himself up in  
  
to a standing position. The Goblin, with matching agility  
  
rolls up standing as well. Punches are exchanged, but  
  
Spider-Man seems the less aggressive one now that he knows  
  
he his fighting his best friend's father, and that he may be  
  
sick. Carefully, he flips up in an aerial somersault over  
  
his foe, landing with a roundhouse kick to the chin, that  
  
sends the Goblin reeling. But the criminal quickly  
  
retaliates with a kick of his own to the hero's midsection.  
  
More punches are traded, and the Goblin lands a couple of  
  
wicked blows. The two join in a standing arm-to-shoulder  
  
gridlock, that amounts to a battle of strength and sheer  
  
determination. The Goblin manages to break one arm free and  
  
blasts Spider-Man in the face at point–blank range with a  
  
sparkle ray. He yells out in pain, grabbing his face as the  
  
Goblin uses the opportunity get to the control panel on the  
  
wall. He pushes a button and a panel in the wall opens,  
  
revealing the glider. A door comes down placing the glider  
  
flat on the floor, ready for mounting. (kind of like how a  
  
bed comes out of the wall of an apartment).  
  
139.  
  
He jumps aboard and with a movement and adjustment of his  
  
left heel, he releases it from the "hangar" and starts the  
  
engine  
  
GREEN GOBLIN  
(laughing)  
_MUCH_ better.  
  
He flies around leaving Spider-Man with a face full of  
  
heated exhaust. Seeing that his opponent is "on his heels"  
  
The Goblin throws a series of "razor-bats" at the hero, who  
  
desperately tries to dodge them. He manages to acrobatically  
  
elude some, but the remaining ones tear through his costume,  
  
leaving tell-tale bloody "slits", causing him to yell out  
  
loud in agony.  
  
The Goblin continues to fly around the room, cackling and  
  
tossing different "toys" for Spider-Man to deal with; a  
  
seemingly endless supply, one round after another.  
  
Finally, capitalizing on a moment of the villain's  
  
carelessness, Spider-Man is able to leap and grab a hold of  
  
the Goblin's bag, which is of course connected to his  
  
shoulder. In effect, he "clotheslines" him using the strap  
  
around the neck to yank him from the flying machine, sending  
  
it wildy spinning off before it crashes in to the control  
  
panel resulting in a spectacular display of sparks.  
  
Spider-Man is able to retrieve the bag, by breaking the  
  
strap.  
  
SPIDER-MAN  
Didn't anyone ever tell you  
Goblin? Tricks are...  
(throws bag across   
the room)  
for KIDS!!!  
  
GREEN GOBLIN  
NOOOOOOOOOOOOO!  
  
Now without his bag of tricks and his glider, the goblin  
  
lunges at Spidey and knocks him on his back. He raises his  
  
arms for a full sparkle blast to the face, but Spider-Man  
  
reaches up, grabs both arms by the wrist and crushes the  
  
circuitry within the gloves. He throws him over and behind  
  
him. .  
  
140.  
  
GREEN GOBLIN  
You... you've… crushed my  
blasters...damaged my glider! For  
that, you'll pay Spider-Man…with  
your life!!!  
  
The Goblin pulls a cluster of live wires out of the control  
  
panel wall and slings them at Spider-Man like an electrical  
  
"cat 'o nine tails". He has to use his spider-speed to avoid  
  
contact. Frustrated, The Goblin drops the cables and again  
  
dives for Spider-Man landing on top of him, with a  
  
"death-grip" around his neck.  
  
GREEN GOBLIN  
Now, in your last moments of life.  
I want you to think about defying  
me... and how you wish it would  
end here. But it doesn't. They'll  
be no one around to protect your  
_girl.  
_  
Suffocating, and nearly unconscious, Spider-Man reaches for  
  
one of the loose cables from the snapping and popping  
  
circuit panel board. He thrusts the live end into the  
  
Goblin's midsection which sends him flying back in to the  
  
chemistry lab, spilling liquids and igniting a small fire.  
  
Taking the full brunt of the electro-magnetic charge, he is  
  
knocked completely out.  
  
Spider-Man, catching his breath, cut, bruised and battered,  
  
makes his way over to the Goblin.  
  
SPIDER-MAN  
Now... let's... get rid of this  
halloween mask.  
rips mask off  
  
OSBORN  
(disoriented)  
W-where, where am I?  
S-spiderman….wha???  
  
SPIDER-MAN  
Osborn. You OK? There was an  
accident. We've got to get out of  
here. You need medical attention.  
  
(MORE)  
  
141.  
  
SPIDER-MAN (cont'd)  
  
OSBORN  
I-I... don't... know... I  
(grabs stomach in   
apparent pain.)  
  
SPIDER-MAN  
Osborn!  
  
OSBORN  
(lifting his head   
up, cackling)  
There is no Osborn...only...  
Goblin… _GOBLIN_!!! AHHH  
HAHAHAHAHAHAHAH!!!!!  
  
Osborn jumps up and kicks Spider-Man under the chin, leaping  
  
over to where his bag is. Smoke and fire are all around now.  
  
He reaches for a pumpkin bomb, and pulls the pin.  
  
SFX: SPIDER-SENSE  
  
SPIDER-MAN  
No... Osborn, don't!  
  
OSBORN  
DIIIEEE!!!!  
(throws grenade)  
  
Spider-Man leaps to the ceiling avoiding the bomb before it  
  
lands in the lab, setting off an EXPLOSION that covers the  
  
area below him in smoke and flames.  
  
SPIDER-MAN  
Oh no... poor...  
(pause)  
_Harry._  
  
The smoke clears just enough for Spider-Man to see Osborn  
  
lying unconscious on the floor, his costume ripped to  
  
shreds. The flames have increased and there are still  
  
mini-explosions going off all around the warehouse.  
  
Spider-Man looks and sees the flames are slowly, but  
  
steadily heading for the chemical barrels.  
  
142.  
  
SPIDER-MAN  
(coughs)  
Is he...?  
(pause, to himself)  
Almost be easier if he was, but...  
no. Can't leave... him. Not while  
there's still a chance...  
  
He quickly jumps down, and kneels beside Osborn, tearing the  
  
remains of the Goblin suit off and tossing them in to the  
  
flames, as rafters are now beginning to fall.  
  
SPIDER-MAN  
(picking him up)

Not even sure how you're still  
alive fella.  
  
MORE EXPLOSIONS  
  
SPIDER-MAN  
Oh boy. Gotta make this fast.  
  
With Osborn draped over his shoulder he leaps up on to a  
  
wall and out a window of the warehouse just as a massive,  
  
deadly explosion erupts behind them. Ashe and debris chase  
  
the hero as he rides the edge of the explosive wave like  
  
some supernatural surfer, before landing in the cold  
  
confines of the East River.  
  
Separated in the fall, Spider-Man quickly breaks the surface  
  
and looks around desperately. Fiery debris lands in the  
  
dark, icy water around him.  
  
SPIDER-MAN  
Osborn!!!

INT. COUNTY HOSPITAL - NIGHT  
  
As dawn is approaching, Gwen wakes suddenly in her chair  
  
next to her father's bed. She walks over to the window and  
  
looks out at the purple sky...  
  
143.  
  
GWEN  
Peter... where are you?  
  
CAPTAIN STACY (O/S)  
(from the darkness)  
He'll be here sweetheart.  
  
GWEN  
(turning around)  
DADDY! You're awake. You're  
alright.  
(hugs him)  
  
CAPTAIN STACY  
Been worse.  
(winces)  
Some headache I got though.  
  
GWEN  
For a while there...  
(fighting back   
tears)

I thought I might lose you.  
  
CAPTAIN STACY  
Hey girl...you can't  
(cough)  
get rid of me _that_ easily.  
  
They continue to hug, as a tear streams down Gwen's cheek.

EXT. THE EAST RIVER - NIGHT  
  
Spider-Man is swimming in dark murky waters of the East  
  
River, desperately searching for his best friend's father.  
  
POV switching between underwater and carnage above.  
  
He finally spots Osborn's body floating... just hanging  
  
there still in the waters, eyes wide open in an eerie blank  
  
stare. He quickly grabs him and heads for the surface,  
  
pulling him up on the docks.  
  
Spider-Man, himself battered and bruised drops to his knees  
  
in exhaustion.  
  
144.  
  
APPROACHING SIRENS  
  
SPIDER-MAN  
(lightly tapping   
Norman's face)  
Osborn. Can you hear me?  
  
When there is no response , the hero takes both hands and  
  
places them on Norman's chest and pushes deliberately...  
  
once... twice... Osborn spews water from his mouth and his  
  
eyes blink. finally coming out of that gruesome stare.  
  
OSBORN  
(disoriented)  
H-harry? ... Is that _you_?  
  
SPIDER-MAN  
(under breath to  
himself)  
No "warning" from Sp-.... Does  
that mean... the "danger" is past?  
  
OSBORN  
S-spider-Man...where...is...my  
son?  
(eyes flutter and   
close)  
  
Spider-Man sincerely believes for the first time all night,  
  
that he is dealing with Norman, and not The Green Goblin.  
  
SPIDER-MAN  
Just hang on Norman.  
(under breath)  
For Harry's sake.  
  
Spider-Man looks up suddenly as Police Cars and fire trucks  
  
pull up. Men move quickly to work on the fire.  
  
FIREMAN (O/S)  
There's someone there...in the  
  
darkness!  
  
145.  
  
A police boat also pulls up to the docks. Spider-Man shields  
  
his eyes from the bright light.  
  
OFFICER  
(from boat through   
bullhorn)  
  
Don't move!  
  
OFFICER 2  
(running up)  
Stay where you are Spider-Man!  
  
SPIDER-MAN  
This man needs medical  
attention... now.  
(reaches into   
belt, grabs spare   
web-shooter)  
  
FIREMAN  
(motions)  
Help over here!  
(pause)  
Who is he?  
  
SPIDER-MAN  
(adjusting wrist)  
Norman Osborn. He was kidnapped by  
a criminal called The Green  
Goblin. Evidently The Goblin was  
blackmailing him. Osborn helped me  
stop him.  
  
OFFICER 2  
Where's This Goblin now?  
  
SPIDER-MAN  
I...think...he was destroyed in  
that fire...  
(motions)  
  
146.  
  
OFFICER 2  
And what's your role in all of  
this?  
  
SPIDER-MAN  
Sorry,much as I'd love to stick  
around and play 20 questions, I've  
got an important stop to make.  
  
He fires a web-line, pulls, back and springs upward and  
  
away.  
  
OFFICER 2  
Come back here!  
  
OFFICER 3  
Let em go, Malloy. Can't you  
see?...' Guy's a hero.  
  
INT. COUNTY HOSPITAL - DAY  
  
Gwen is sitting at her fathers side, who is sitting up and  
  
seemingly in good spirits. Peter walks in, holding a small  
  
vase of flowers.  
  
GWEN  
(happy/relieved)  
Peter...  
  
She hesitates, then runs over and immediately hugs him  
tight.  
  
CAPTAIN STACY  
(chuckling)  
Flowers... for me?  
  
147.  
  
PETER  
(blushing)  
A-Actually...  
(pause)  
I'm glad you're OK sir.  
  
GWEN

We heard the news... How is Harry?  
  
PETER  
I think He's going to be OK. He's  
with his dad right now.  
  
Peter hugs Gwen, who is just the slightest bit "standoffish"  
  
at first.  
  
DISSOLVE:  
  
CUT TO:  
  
INT. OSBORN MANSION - NIGHT  
  
Norman is lying unconscious in his bed. Also present in the  
  
room are a doctor, a nurse, Donald Menken, and Harry, who is  
  
at bedside.  
  
Harry takes his dad' hand.  
  
DISSOLVE:  
  
INT. EMPIRE STATE UNIVERSITY (HALLWAY) - DAY  
  
Peter meets Harry running down the hall.  
  
PETER  
Hey, whoah, slow down buddy,  
you're going the wrong way.  
  
HARRY  
Hey Pete. Yeah, I'm kinda in a  
hurry. Just found out this  
morning... they're sending Dad to  
this private hospital upstate;  
some ultra exclusive treatment  
"home" for the privileged.  
Supposed to have some of the best  
care in the country. The Doctors…  
and also Dad's chief adviser  
  
(MORE)  
  
148.  
  
HARRY (cont'd)  
thought it best.  
  
PETER  
(VERY concerned)  
Oh… uh, how's he doing… I mean,  
any improvement?  
  
HARRY  
(solemnly)  
No...  
(pause)  
Doctor said even_ if_ he comes out  
of the coma, they're not sure if  
he'll… well, that he'll be the

same,…with the…, damage to his  
brain...  
  
PETER  
Harry, I'm sorry.  
  
HARRY  
Yeah...  
(trying to act upbeat, changing subject)  
Where's Gwen? Haven't seen her  
around much lately. Things OK?  
  
PETER  
She's missed some , staying  
home taking care of her father.  
But… well... to tell ya the truth,  
I think she's just avoiding me.  
And now I got this thing tonight  
with Aunt May's friend. She's been  
trying to fix me up with some  
mystery girl for weeks.  
  
149.  
  
HARRY  
Don't worry, she'll come around.  
(pause)  
Listen I really gotta run. Be back  
Thursday. Hey, you know what  
sucks? Tomorrow is Mary Janes's  
first day and I can't be here to  
help show her around.  
  
PETER  
(surprised)  
Er...Mary Jane is coming _here_?  
  
HARRY  
Yeah, her folks are making her.  
They live out of state. Pittsburgh  
I think. She's gonna be staying  
with her Aunt.  
  
PETER  
(more surprised)  
Did you say...her _AUNT_?

HARRY  
That's right. Gotta split.. Keep  
an eye out for her... OK?  
(runs off)  
  
PETER  
Yeah, alright...  
(pause)  
Hey! How am I supposed to  
know…what…she looks...like?

EXT. FOREST HILLS (PARKER HOME) - NIGHT  
  
Peter walks in to the front door of his house.  
  
INT. LIVING ROOM  
  
His Aunt May is sitting with two other women One is older  
  
looking and one is younger with long hair, with her back to  
  
us.  
  
150.  
  
AUNT MAY  
(standing up)  
And here he is now.  
(pause)  
Peter I want to you to meet my  
friend Anna Watson, that I've been  
telling you about, and her  
niece... Mary Jane.  
  
PETER  
(dumbfounded)  
Mary... _JANE?_  
  
He finally realizes that Aunt May's "little Mary" and  
  
Harry's crush are one and the same.  
  
We now see the girl turn around and stand up; 5'8 of sexy  
  
with deep red hair and built like a brick shit-house... MARY  
  
JANE WATSON.  
  
MARY JANE  
(big smile)  
Face it Tiger...

(pause)  
  
you just hit the _jackpot_.  
  
(winks)  
  
THE END


End file.
